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. (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 (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 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 (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. 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 (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 (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 (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 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 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) In the event that (i) any an Exchange Offer Registration Statement is required by this Agreement pursuant to Section 2.1 and (x) such Exchange Offer Registration Statement is not filed on file with the Commission SEC by the 420th day after the issuance of the Initial Notes; (y) such Exchange Offer Registration Statement does not become effective by the 480th day after the issuance of the Initial Notes or (z) the Exchange Offer is not completed within 60 days after the date on which the Exchange Offer Registration Statement has been declared effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2.2 and such Shelf Registration Statement (x) has not been declared effective on or prior to the applicable Filing Deadline, 90th day following (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiiA) the Exchange Offer has not been Consummated on or prior to date of such determination, in the Consummation Deadline or (iv) any case of a Shelf Registration Statement required by this Agreement pursuant to Section 2.2(a)(i) or (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(ii), or (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(iii), or (y) is filed and declared effective but shall thereafter cease ceases to be effective or fail the corresponding Prospectus 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 at any time during the Effectiveness Period, and such failure and that is itself declared to remain effective within 5 Business Days of filing such postor usable exists for more than 60 days (whether or not consecutive) in any 12-effective amendment to such Registration Statement month period (each such any event referred to in the foregoing clauses (i) through or (iv), ii) a “Registration Default”), then, in each case, the interest rate on the then the Issuers hereby agree to pay to each Holder of outstanding Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points Notes will be increased by 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 Registration Default. The amount of the additional interest shall increase by Default and (ii) an additional 25 basis points 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum amount of additional interest of 11.00% per annum annum, in each case until the earlier to occur of (1) the date that the Registration Default is cured and (2) the date that is the two year anniversary of the principal amount issue date of Transfer Restricted Securities; provided that the Initial Notes. Any amounts payable under this paragraph shall be deemed “Additional Interest” for purposes of this Agreement. (b) The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in no event be respect of which Additional Interest is required to be paid (an “Event Date”). Any Additional Interest due shall be payable on each interest payment date to the Holder of Initial Notes with respect to which Additional Interest is due and owing. Each obligation to pay additional interest for Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. Notwithstanding the foregoing, (1) Additional Interest shall not accrue in respect of 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, time and (2) upon any Holder of Transfer Restricted Notes who fails to provide the effectiveness information requested by the Issuers in accordance with Section 3 of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case this agreement shall not be entitled to payment 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 any Additional Interest 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 any Registration Statement ceases to be effective, and (y) such date on which a Holder shall have completed its review Default occurring pursuant to Section 6(c)(v2.5(a)(ii) 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 Holder has provided such obligations with respect to such securities shall have been satisfied in fullinformation.

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 Deadlinefiling deadline specified for such filing, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified herein for such effectiveness (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated on or prior consummated within 30 days of the Effectiveness Target Date with respect to the Consummation Deadline such 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 declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement immediately (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 (the "ADDITIONAL INTEREST") in an amount equal to 25 basis points $0.1925 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 Additional Interest shall increase by an additional 25 basis points $0.1925 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% $0.385 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided 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 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 . (b) 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 one business day 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 thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Notes with respect to which the Trustee serves. The Additional Interest due shall be payable on each interest payment date to the Holders record Holder of Notes 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 on the applicable Event Date.

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 (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 file a post-effective amendment or prospectus supplement to such the Shelf Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such Statement, or the post-effective amendment to such Registration Statement (each such event referred to in clauses (iis not declared effective, within the periods required by Section 3(a)(ii) through hereof; (iv) after effectiveness, subject to Section 2(c), 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 Statement fails to be effective or useable 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 Holders without being succeeded within ten days by 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 report with the Commission pursuant to the Exchange Act that, when declared effective by the Commission (if such amendment in clause filing is required to be declared effective), cures the failure to be effective or useable; or (4) above, shall not commence until the later of (xv) the date such Shelf Registration Statement ceases to be effective (or 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 360-day period. (b) Upon the occurrence of any Event of Default, the Company shall be required to pay additional interest (“Additional Interest”) at a rate per annum equal to one-quarter of one percent (0.25%) of the aggregate principal amount of Registrable Securities that are Securities, from and including the Default Date (as hereinafter defined) to but excluding the Default Termination Date (as hereinafter defined) (the “Default Period”); provided, however, that if the Default Period exceeds 90 days, from and after the 91st day after the Default Date such Additional Interest shall accrue at a rate per annum equal to one-half of one percent (0.50%) of the aggregate principal amount of Registrable Securities that are Securities. The term “Default Date” shall mean: (i) with respect to clause (i) of Section 7(a) above, the 91st calendar day following the Closing Date; (ii) with respect to clause (ii) of Section 7(a) above, the 181st calendar day following the Closing Date; (iii) with respect to clause (iii) of Section 7(a) above, the first day following the date upon which the post-effective amendment was required to be filed or declared effective, as the case may be, pursuant to Section 3(a)(ii) above; (iv) with respect to clause (iv) of Section 7(a) above, the 11th day after the date the Shelf Registration Statement fails to be effective or useable; and (v) with respect to clause (v) of Section 7(a) above, the 31st day of such 90-day period or the 91st day of such 365-day period, as the case may be. The term “Default Termination Date” shall mean (x) with respect to clauses (i) through (iii) of Section 7(a) above, the date the Shelf Registration Statement 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 clauses (iv) and (v) 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 (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 Senior Indenture and the Securities, on each Interest Payment Date, Date as more fully set forth in the Senior 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 (i) any the Company and the Guarantors fail to file the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Exchange Offer Filing Deadline, (ii) any such the Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the applicable Exchange Offer Effectiveness Deadline, (iii) the Exchange Offer has is not been Consummated on or prior to by the Consummation Deadline or Deadline, (iv) any Shelf Registration Statement required to be filed pursuant to Section 4(a) hereof is not filed with the Commission prior to the Shelf Registration Filing Deadline and (v) any Shelf 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 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), v) 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 (“Additional Interest”) in an amount equal to 25 basis points 0.25% per 90-day period of the $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 90-90 day period immediately following the occurrence of such Registration Default. The amount of Additional Interest shall increase, beginning the additional day after the date specified in clause (i), (ii), (iii), (iv) or (v) above, as applicable. Thereafter, the interest shall increase rate borne by the Notes will be increased by an additional 25 basis points 0.25% per annum per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-90 day period until all Registration Defaults have been cured, up to a maximum amount of additional interest Additional Interest of 11.00% per annum of the 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 Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to Upon (a) 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 Registration Default shall cease (in the case of clause (i) above), (b) the effectiveness of the Exchange Offer Registration Statement (in the case of clause (ii) above), (c) the Consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be (in the case of clause (iii) above), (d) the effectiveness of a Shelf Registration Statement (in the case of clauses (iv) and (v) above), the interest rate borne by the Notes will be reduced to the original interest rate if the Company is otherwise in compliance with this paragraph; provided, further, that if, after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii), (iv) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause (ivv) aboveabove occurs, 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 interest rate may 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 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 SecuritiesIndentures, on each Interest Payment Date, as more fully set forth in the Indenture Indentures, the Notes and the SecuritiesExchange Notes. 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 and the Guarantors to pay additional interest 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 (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 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 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 1.00% per annum of (such increase, “Additional Interest”) commencing on (x) the principal amount of Transfer Restricted Securities; provided that 270th day after 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)Closing Date, in the case of clause (i) above, or (2y) upon the effectiveness of the Exchange Offer day such Shelf Registration Statement (and/or, if applicable, the Shelf Registration Statement)cease to be effective, in the case of clause (ii) above, (3) upon Consummation . Following the cure of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment all Registration Defaults relating to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicableany particular Transfer Restricted Securities, the Shelf Registration Statement) to again be declared effective or made usable in interest rate borne by 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 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 Issuers 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. Any amounts of Additional Interest accrued pursuant to this Section 5 will be paid in arrears in cash semiannually by wire transfer of immediately available funds or by federal funds check on the Additional Interest Payment Dates applicable to the Holders of record specified in the Indenture, commencing with the first such Additional Interest Payment Date occurring after any Additional Interest commences to accrue.

Additional Interest. If 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) The parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) any the applicable Registration Statement required by this Agreement is not filed with the Commission SEC on or prior to the applicable Filing Deadlinedate specified herein for such filing, (ii) any such the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the applicable Effectiveness Deadlinedate specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Deadline Date or (iv) any the applicable 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 any additional Registration Statement that cures such failure covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and that is itself 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 interest rate on Transfer Restricted -------------------- Securities affected thereby additional interest in an amount equal will increase ("Additional Interest"), 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. The amount of the additional interest shall , by 0.25% per annum and will increase by an additional 25 basis points 0.25% per annum with respect to each subsequent 90-day period until all such Registration Defaults have Default has been cured, up to a maximum amount of additional interest 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 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 all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate will revert to the original rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which the Transfer Restricted Securities as a result are issued) immediately upon the happening of such clause (i), (ii), (iii) or (iv), as applicable, each and every Registration Default. The Company shall cease. For purposes of calculating pay the Issuers’ timely compliance with clause (iv) above, Additional Interest due on the period in which Issuer shall file Transfer Restricted Securities by depositing with the Commission such amendment in clause paying agent (4) above, which shall not commence until be the later of (xCompany for these purposes) 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 in trust, for the benefit of the Issuers holders thereof, prior to l1:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay additional the Additional Interest then due. The Additional Interest due shall be payable on each interest with respect payment date specified by the Indenture (or such other indenture) to securities the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall survive until such time as such obligations with respect be deemed to such securities shall have been satisfied accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in fullthis Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Securities by reason of the happening of any Registration Default.

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 Business Days by a post-effective amendment to such the Registration Statement or within five 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 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”"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. 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”"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. If (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) any the applicable Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified herein for such filing, (ii) any such the applicable Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated on or prior to by the Consummation Deadline Issuer within the time period set forth in Section 2(a) or (iv) any the applicable Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail usable in connection with the Exchange Offer or resales of Transfer Restricted 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 post-effective amendment to such any additional Registration Statement that cures such failure covering the Transfer Restricted Notes or the Exchange 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 (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers hereby agree to pay to each Holder of interest rate on the Transfer Restricted Securities affected thereby additional interest in an amount equal Notes will increase ("Additional Interest"), 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. The amount of the additional interest shall , by 0.25% per annum and will increase by an additional 25 basis points 0.25% per annum with respect to each subsequent 90-day period until all such Registration Defaults have Default has been cured, up to a maximum amount of additional interest of 10.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the principal amount Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Securities; provided that Notes by reason of the Issuers shall in no event be required to pay additional interest for more than one happening of any Registration Default at any given time. Notwithstanding anything to Default. (d) All of the contrary Issuer's obligations 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 this Section 4 which are outstanding with respect to the any Exchange Note or Transfer Restricted Securities as a result of Note 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 note 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 covered by an effective 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 Statement shall survive until such time as all such obligations with respect to such securities shall security have been satisfied in fullfull (notwithstanding termination of the Agreement).

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 (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. (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 (a) Notwithstanding any postponement of effectiveness permitted by 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 filed with the Commission or (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission 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 91st day following such Registration Default. (b) In the Commission such amendment in clause event that (4) above, shall not commence until the later of (xi) the date such 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(c) hereof and provided or 3(j) hereof, (iii) the Holders are not authorized to use the Prospectus pursuant to Section 3(g) hereto 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 30 days, whether or not consecutive, in any comments 90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, then the Company shall pay Additional Interest at a rate per annum equal to an additional one-half of one percent (0.50%) of the principal amount of Registrable Securities from the 31st day of the applicable 90-day period or the 91st day of the applicable 12-month period, as the case may be, that any such Effective Failure has existed until the earlier of (1) the time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement. All accrued additional interest Statement or (2) the expiration of the Effectiveness Period. (c) Any amounts to be paid as 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 applicable, following the date of such Registration Default or Effective Failure, as applicable. Such Additional Interest will accrue 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. In no event will Additional Interest accrue on any Securities that have been converted into Common Stock. (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. If (a) Notwithstanding any postponement of effectiveness permitted by 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 filed with the Commission or (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission 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 91st day following such Registration Default. (b) In the Commission such amendment in clause event that (4) above, shall not commence until the later of (xi) the date such 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(c) hereof and provided or 3(j) hereof, (iii) the Holders are not authorized to use the Prospectus pursuant to Section 3(g) hereto 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 30 days, whether or not consecutive, in any comments 90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, then the Company shall pay Additional Interest at a rate per annum equal to an additional one-half of one percent (0.50%) of the principal amount of Registrable Securities from the 31st day of the applicable 90-day period or the 91st day of the applicable 12-month period, as the case may be, that any such Effective Failure has existed until the earlier of (1) the time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement. All accrued additional interest Statement or (2) the expiration of the Effectiveness Period. (c) Any amounts to be paid as 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 applicable, following the date of such Registration Default or Effective Failure, as applicable. Such Additional Interest will accrue 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. In no event will Additional Interest accrue on any Securities that have been converted into shares of Common Stock. (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. If (a) The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company and the Guarantors fail to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) any the applicable Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified herein for such filing, (ii) any such the applicable Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated on or by the Company within the time period set forth in Section 2(a) hereof, (iv) prior to the Consummation Deadline end of the Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (ivv) any the Prospectus forming a part of a 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 useable in connection with resales of the Transfer Restricted Notes covered by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days prior to the end of filing such post-effective amendment the Exchange Offer Registration Period or the Shelf Registration Period (whether or not as a result of the initiation of a suspension period pursuant to such Registration Statement Section 2(d) or 3(d) hereof) (each such event referred to in clauses (i) through (ivv), a “"Registration Default”"), then additional interest with respect to the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal Notes ("Additional Interest") will 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 any portion thereof) immediately following the occurrence of such Registration Default. The Default in an amount equal to 0.25% per annum per $1,000 principal amount of the additional interest shall such Notes and will increase by an additional 25 basis points with respect to 0.25% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period (or any portion thereof) until all such Registration Defaults have Default has been cured, up to a an aggregate maximum amount of additional interest Additional Interest of 11.0% per annum of the per $1,000 principal amount of Transfer Restricted Securities; provided that Notes for all Registration Defaults. Following the Issuers shall in no event be required to pay additional interest for more than one cure 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 applicableDefault, the Shelf Registration Statement), in the case accrual of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable Additional Interest with respect to such Registration Default will cease with respect to that Registration Default. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Company shall pay the Additional Interest due on the Transfer Restricted Securities as a result Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such clause (iother 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 (ii)or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and include the date of the applicable Registration Default to, (iii) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause (iv) abovebut excluding, the period relevant interest payment date. (c) All of the Company's and the Guarantors' obligations set forth in this Section 4 which Issuer shall file are outstanding with respect to any Transfer Restricted Note at the Commission time such amendment in clause (4) above, shall not commence until the later of (x) the date such Registration Statement Note 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 covered by an effective 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 Statement shall survive until such time as all such obligations with respect to such securities shall Transfer Restricted Note have been satisfied in fullfull (notwithstanding termination of this Agreement).

Additional Interest. If (a) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: (i) 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 such disability being succeeded cured within 2 ten 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 failure; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period (as such term is itself declared effective within 5 Business Days defined herein), such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of filing such post90 days in any 360-effective amendment to such Registration Statement day period, (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), then the Issuers Company hereby agree agrees to pay additional interest (“Additional Interest”) with respect to each Holder of the Debentures 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 the following rate: (x) during the first 90-day period immediately following during which a Registration Default shall have occurred and be continuing, at the occurrence rate 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 principal amount of Transfer Restricted Securities; the Debentures per year, and (y) during the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, at the rate of an additional 0.50% of the principal amount of the Debentures per year, provided that the Issuers shall in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Debentures. No Additional Interest shall be required payable on any Debentures that have been converted into shares of our common stock. A Holder will not be entitled to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything Additional Interest unless it has provided all information requested by the Questionnaire prior to the contrary set forth herein, (1) upon filing deadline specified therein. Following the cure of the Exchange Offer all Registration Statement (and/or, if applicableDefaults relating to any particular Debentures, the Shelf Registration Statement), in the case accrual of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable Additional Interest with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, Debentures shall cease. For purposes of calculating the Issuers’ timely compliance with clause . (ivb) aboveSo long as any Debentures remain outstanding, the period in which Issuer Company shall file with notify 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 two Business Days after each and (y) such every date on which a Holder shall have completed its review an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clause (a) of this Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall 3 will be paid to the Holders entitled thereto, payable in the manner provided for the payment of interest cash semi-annually in the Indenture and the Securities, arrears on each Additional Interest Payment Date, as more fully 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 Debentures that are Transfer Restricted Securities. All accrued Additional Interest shall be paid by the Company to Record Holders of Transfer Restricted Securities on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal bank check. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. 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; provided, however, that Additional Interest shall cease to accrue on the day immediately prior to the date such Transfer Restricted Security ceases to be a Transfer Restricted Security. 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 In the event that (i) any the applicable ------------------- Registration Statement required by this Agreement is not filed with the Commission SEC on or prior to the applicable Filing Deadlinedate specified herein for such filing, (ii) any such the applicable Registration Statement has is not been declared effective by the Commission on or prior to the applicable date specified herein for such effectiveness after such obligation arises (the "Effectiveness DeadlineTarget Date"), ------------------------- (iii) if the Exchange Offer has not been Consummated on or prior is required to be consummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any the applicable Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3 (a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such an additional Registration Statement covering the Transfer Restricted Notes that cures such failure has been 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 to pay to each Holder of interest rate on -------------------- the Transfer Restricted Securities affected thereby additional interest in an amount equal Notes as to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by which such Holder for the 90-day period or portion thereof that the Registration Default continues for relates will increase ("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 Default in an amount equal to 0.25% per annum of the principal amount of the Notes. The rate of additional interest shall Interest will increase by an additional 25 basis points with respect to 0.25% per annum of the principal amount of the Notes for 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 of additional 1.0% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest of 1rate borne by the Notes will be increased by 0.25% per annum of the principal amount of Transfer Restricted Securities; provided the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date 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 such 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 effectiveusable, which rate shall be increased by an additional 0.25% per annum of the principal amount of the Notes at the beginning of each subsequent 90-day period, up to a maximum amount of 1.00% of the principal amount of the Notes. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to the original interest rate if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within five 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 Transfer Restricted Notes, 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 Notes 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. (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. 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. 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 5 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 121st 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 or 60 days in any 180-day 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 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 Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check and in accordance with the terms of the Indenture. Following (i) the cure of all Registration Defaults relating 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 Notes or (ii) expiration of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations Effectiveness Period, the accrual of Additional Interest with respect to such securities Notes 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. If a Transfer Restricted Security ceases to be a Transfer Restricted Security, such cessation will not relieve the issuer from any liability under this Section 3 that was accrued but unpaid immediately prior to such cessation. The Additional Interest set forth above shall have been satisfied in fullbe the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.

Additional Interest. (a) If (i) any neither the Exchange Offer Registration Statement required by this Agreement nor the Shelf Registration Statement, as the case may be, is not filed with the Commission on or prior to the applicable Filing Deadlinedate which is 90 days following the date of the original issuance of the Securities, (ii) any such the Exchange Offer Registration Statement has or the Shelf Registration Statement, as the case may be, is not been declared effective by within 180 days after the Commission on or prior to original issuance of the applicable Effectiveness DeadlineSecurities, (iii) the Exchange Offer has Registration Statement is declared effective and the Registered Exchange Offer is not been Consummated consummated on or prior to 210 days after the date of the original issuance of Securities, (iv) the Company is required to file the Shelf Registration Statement in accordance with Section 2 and the Company does not so file the Shelf Registration Statement on or prior to the Consummation Deadline or (iv) any 30th day after the Company's obligation to file such Shelf Registration Statement required by this Agreement arises, (v) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or fail to be usable for its intended purpose without being succeeded within 2 Business Days 30 days by a post-effective amendment to such an additional Registration Statement filed and declared effective, provided that cures such failure and that is itself declared effective within 5 Business Days of filing such post30-effective amendment to such Registration Statement day period shall toll during a Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (ivvi), a “"Registration Default”"), then the Issuers hereby agree Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities 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 a Registration Default. The amount of the additional interest shall , and such rate will increase by an additional 25 basis points 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 of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall maximum additional rate may in no event be required exceed 0.50% per annum. Such obligation to pay additional interest for more than one Additional Interest shall survive until (i) the applicable Registration Default at any given time. Notwithstanding anything to the contrary set forth hereinStatement is filed, (1ii) upon filing of the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (and/or, if applicable, iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), in as the case may be. Following the cure of (i) above, (2) upon the effectiveness of the Exchange Offer all Registration Statement (and/or, if applicableDefaults, the Shelf Registration Statement), in the case accrual 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 Additional Interest will 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 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 SecuritiesIndentures, on each Interest Payment DateDate (as defined in the applicable Indenture), as more fully set forth in the Indenture Indentures and the SecuritiesSenior 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 Indentures to the contrary, the payment of additional interest shall be the only remedy available to holders of Senior 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 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 (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 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 (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 Subordinated Indenture and the Securities, on each Interest Payment Date, Date as more fully set forth in the Subordinated 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 (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 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”), 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 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 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; provided further that in no event shall Additional Interest plus any Special Interest (as defined in the Indenture) hereof and provided 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 comments to such Registration Statement. Notes that have been converted into shares of Common Stock. (b) All accrued additional interest Additional Interest shall be paid in arrears to Record Holders by the Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check and in accordance with the terms of the Indenture. Following the cure of all Registration Defaults relating to the Holders entitled theretoNotes, in the manner provided for the payment accrual of interest in the Indenture and the Securities, on each Additional 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 Notes 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. If a Transfer Restricted Security ceases to be a Transfer Restricted Security, such cessation will not relieve the issuer from any liability under this Section 3 that was accrued but unpaid immediately prior to such cessation. The Additional Interest set forth above shall have been satisfied in fullbe the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.

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 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 Registration Statement 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) the 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 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 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, Additional Interest (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 from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured which shall accrue as a result follows: (A) in respect of such clause (i)the CODES, (ii)to each holder of CODES, (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) during the date such first 90-day period during which a Registration Statement ceases to Default shall have occurred and be effectivecontinuing, at the rate of an additional 0.25% of the principal amount of the CODES per year, and (y) such date during the period commencing on which a Holder the 91st day following the day the Registration Default shall have completed its review pursuant to Section 6(c)(voccurred and be continuing, at the rate of an additional 0.50% of the principal amount of the CODES per year; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the CODES; and (B) hereof and provided no Additional Interest shall be payable on any comments to such Registration Statement. CODES that have been converted into shares of Common Stock. (b) All accrued additional interest Additional Interest shall be paid in arrears to Record Holders by the Holders entitled theretoCompany or the Guarantors on each Additional Interest Payment Date by wire transfer of immediately available funds. Following the cure of all Registration Defaults relating to any particular Note or share of Common Stock issued upon conversion of CODES, in the manner provided for accrual of Additional Interest with respect to such CODES or such share of Common Stock shall cease. All obligations of the payment of interest in the Indenture Company and the Securities, on each Guarantors to pay Additional Interest Payment Date, as more fully set forth in this Section 3 with respect to any Transfer Restricted Security at the Indenture and time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full provided, however, that the Securities. Notwithstanding Additional Interest shall cease to accrue on the fact that any securities for which additional interest is due day immediately prior to the date such Transfer Restricted Securities cease to be Transfer Restricted Securities, all obligations . The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders 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 fullTransfer 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 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 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 (a) In the event that (i) any the Company 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 before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or Section 3(b), respectively, or (iii) the Registered Exchange Offer has not been consummated on or prior to the applicable Effectiveness Deadlinedate for completion specified in Sections 2(a) and 2(c)(ii), or (iiiiv) the Exchange Offer has not been Consummated on Registration Statement or prior to the Consummation Deadline or (iv) any 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 Company shall pay to each Holder of Transfer Restricted Securities affected thereby additional interest ("Additional Interest") on the affected Securities or New Securities that will accrue and be payable semiannually on such Securities or New Securities (in an amount equal addition to 25 basis points the stated interest on such Securities or New 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 1.00% per annum in the aggregate regardless of the principal amount number of Transfer Restricted Registration Defaults and that the Company shall not be required to pay Additional Interest with respect to more than one Registration Default at a time. In addition, a Holder shall not be entitled to receive any Additional Interest on its Securities held by if such Holder was, at the time of the consummation of the Registered Exchange Offer, eligible to participate therein but failed to tender such Securities for exchange in accordance with the 90-day period terms of the Registered Exchange Offer. Additional Interest shall not accrue if the Company has filed the Exchange Offer Registration Statement with the Commission on or portion thereof 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 Company 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 Registration Statement is required to be declared effective under the 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 rate of Additional Interest in effect at the time of any prior Registration Default at the time of the cure of any such prior Registration Default. All Additional Interest shall increase by an additional 25 be calculated on the basis points with respect to each subsequent 90of a 360-day period until all Registration Defaults have been curedyear consisting of twelve 30-day months and shall be payable on the same semiannual dates as other interest is payable on the Securities. (b) Without limiting the remedies available to the Initial Purchasers and the Holders, up the Company acknowledges that any failure by the Company to a maximum amount 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 additional interest of 1% per annum of any such failure, the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event 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, (1Company'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 (a) The parties hereto agree that the Holders of Securities or New Securities, as the case may be, 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 Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline120th day following the date of original issuance of the Securities, the Exchange Offer Registration Statement has not been filed with the Commission, (ii) any such on or prior to the 180th day following the date of the original issuance of the Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, (iii) on or prior to the applicable Effectiveness Deadline225th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated on or prior to consummated nor the Consummation Deadline Shelf Registration Statement has been declared effective, or (iv) any after the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease effective, such Shelf Registration Statement ceases to be effective or fail usable in connection with resales of Securities or New Securities during a 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 hereunder, and such failure and that is itself declared to be effective within 5 Business Days of filing such postor so usable continues for more than 60 days (whether or not consecutive) in any 12-effective amendment to such Registration Statement month period (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 ("Additional Interest") will accrue at a rate of 0.25% per 90-day period of annum on the principal amount of Transfer Restricted the Securities held by such Holder for and the 90-day period or portion thereof that New Securities, respectively (in addition to the Registration Default continues for stated interest on the first 90-day period Securities and the New Securities), from and including the date immediately following the date on which any Registration Default first occurs and while any Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of such Registration Default. The amount all of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90then-day period until all existing 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 timeDefaults. 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)foregoing, in the case event of (i) above, (2) upon the effectiveness a Registration Default 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 type described under clause (iv) aboveof the preceding sentence, the additional interest payable with respect Additional Interest will cease to the Transfer Restricted Securities accrue as a result of such clause Registration Default upon the earlier of the two year anniversary of the date of the original issuance of the Securities (or, if Rule 144(k) under the Act is amended to provide a shorter restrictive period, the shorter period) or the date as of which all of the applicable Securities are sold pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, the Company shall not be deemed to have failed to perform its obligations under Section 2 or 3 by reason of the failure of any Holder to provide information regarding itself reasonably requested by the Company or any regulatory agency having jurisdiction over any of the Holders at least ten business days prior to such Registration Default. (b) The Company shall notify the Trustee and paying agent(s) under the Indentures immediately upon the happening of each and every Registration Default and, to the extent the Company is obligated to pay any Additional Interest, shall provide to the Trustee and paying agent, at the applicable Record Date (as defined in the Indentures), a computation of the Additional Interest due under Section 4(a) above. The Company shall pay the Additional Interest due on the Securities or New Securities, as the case may be, by depositing with the paying agent (which shall not be the Company for these purposes) for the Securities or the New Securities, as the case may be, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M., New York time, on the next interest payment date specified in the Indentures, sums sufficient to pay the Additional Interest then due. The Additional Interest shall be payable on each interest payment date specified by the Indentures to the record holders entitled to receive the interest payment to be made on such date. Notwithstanding the foregoing, no increase in the rate under clauses (i), (ii), ) and (iii) above shall be payable for any period during which a Shelf Registration Statement required to be filed pursuant to clauses (i) or (iv), as applicable, shall cease. For purposes ii) of calculating Section 3(a) is effective. (c) The parties hereto agree that 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 Additional Interest 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 this Section 4 constitutes a reasonable estimate 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 fulldamages that will be suffered by Holders of Securities or New Securities by reason of the happening of any 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 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 under this Agreement (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 (such increase, “Additional Interest”), but in no event shall such increase exceed 0.50% per annum. Following the cure of all Registration Defaults have been curedrelating to any particular Transfer Restricted 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 the Issuers shall provided, however, that, if after any such reduction in no event be required to pay additional interest for more than one rate, a different 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 applicableoccurs, 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 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 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 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 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 (a) If: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlineone hundred and eightieth (180th) day following the Stockholder Approval 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 ninety (90) 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)(i) 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 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 then outstanding that are Registrable Securities, from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at a result rate per annum equal to an additional one-quarter of one percent (0.25%) per annum of the Applicable Amount during the first 90 days following the date of a Registration Default and increasing at the end of such clause 90-day period by an additional one-quarter of one percent (i)0.25%) per annum to a maximum amount of one-half of one percent (0.50%) per annum. The Company shall notify the Trustee as promptly as possible, but in no event later than three (ii), (iii5) 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 shall have completed its review Registration Default occurs. The requirement of the Company to pay Additional Interest ceases on the day such Registration Default is cured. (b) 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 Securities following the date on which such Additional Interest begins to accrue. (c) A Registration Default pursuant to paragraph (a)(ii) or (iii) above may not occur during any Suspension Period, and any Registration Default pursuant to paragraph (a)(ii) or (iii) above in existence at the commencement of any Suspension Period shall be tolled and the Additional Interest rate shall not be increased because of such Registration Default during such Suspension Period. Notwithstanding anything herein to the contrary, during the occurrence of any Registration Defaults, offers and sales of transfer restricted Securities pursuant to the Shelf Registration Statement shall be prohibited. (d) In no event shall Holders who have converted Securities into Common Stock be entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each to receive any Additional 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 Common Stock or the issue price of the Securities converted. (e) The Additional Interest as set forth in this Section 7 shall have been satisfied be the exclusive cash 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 fullexcess of the applicable maximum amount of one-half of one percent (0.5%) per annum as set forth above, or eight and one-half percent (8.50%) per annum when combined with the stated interest on the Securities, regardless of whether one or multiple Registration Defaults exist.

Additional Interest. If (i) any the Issuer 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 Issuer 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”"), 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’ timely compliance with clause (iv) above, the period in which The Issuer shall file with notify 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. 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 30 Business Days of the Consummation Effectiveness 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 during the Registration Period or Shelf Period, as applicable, without being succeeded within 2 Business Days immediately by a post-effective amendment to such 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 (ia) through (ivd), 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 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 clause (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 clause (iib) above, (3iii) upon Consummation of the Exchange Offer, in the case of clause (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 clause (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) 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 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. A Holder of 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 the Issuer fails to file the Shelf Registration Statement required by this Agreement is not filed with respect to the Commission Registrable Securities (other than the Private Exchange Notes, if issued) on or prior to before the applicable Filing Deadlinedate specified herein for such filing, (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified herein for such effectiveness, (iii) the Exchange Offer has is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not been Consummated withdrawn in the Exchange Offer on or prior to the Consummation Deadline 440th day after the Closing Time, 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”), then the Issuers hereby agree interest rate borne by the Registrable Securities (other than the Private Exchange Notes, if issued, as to pay which no additional amounts shall be payable under this Section 2(e)) as 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 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 timeannum. Notwithstanding anything to the contrary set forth herein, Upon (1) upon the filing of the Exchange Offer Shelf Registration Statement required hereunder (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) aboveof the preceding sentence), (2) upon the effectiveness of the Shelf Registration Statement required hereunder (in the case of clause (ii) of the preceding sentence), (3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Notes, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of 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 be effective (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 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’ timely compliance with clause (iv) above, the period in which The Issuer shall file with notify 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 Notes, if issued) on or before the applicable semi-annual 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. (a) If (i) any neither the Exchange Offer Registration Statement required by this Agreement nor the Shelf Registration Statement, as the case may be, is not filed with the Commission on or prior to the applicable Filing Deadlinedate which is 90 days following the date of the original issuance of the Securities, (ii) any such the Exchange Offer Registration Statement has or the Shelf Registration Statement, as the case may be, is not been declared effective by within 180 days after the Commission original issuance of the Securities, (iii) if the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 210 days after the date of the original issuance of Securities, (iv) if the Company is required to file the Shelf Registration Statement in accordance with Section 2, the Company does not so file the Shelf Registration Statement on or prior to the applicable Effectiveness Deadline30th day after the Company's obligation to file such Shelf Registration Statement arises, (iiiv) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any applicable Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or fail to be usable for its intended purpose without being succeeded within 2 Business Days 30 days by a post-effective amendment to such an additional Registration Statement filed and declared effective, provided that cures such failure and that is itself declared effective within 5 Business Days 30-day period shall toll during a Suspension Period, or (vi) the periods referred to in the second paragraph of filing such postSection 2(b) exceed, in the aggregate, 75 days during any 365-effective amendment to such Registration Statement day period (each such event referred to in clauses (i) through (ivvi), a “"Registration Default”"), then the Issuers hereby agree Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities 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 a Registration Default. The amount of the additional interest shall , and such rate will increase by an additional 25 basis points 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 of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall maximum additional rate may in no event be required exceed 0.50% per annum. Such obligation to pay additional interest for more than one Additional Interest shall survive until (i) the applicable Registration Default at any given time. Notwithstanding anything to the contrary set forth hereinStatement is filed, (1ii) upon filing of the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (and/or, if applicable, iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), in as the case may be. Following the cure of (i) above, (2) upon the effectiveness of the Exchange Offer all Registration Statement (and/or, if applicableDefaults, the Shelf Registration Statement), in the case accrual 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 Additional Interest will 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 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.

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) Additional Interest (“Additional Interest”) shall accrue on each Transfer Restricted Security if either of the following events occur (each such event in clauses (i) and (ii) below being herein called a “Registration Default”): (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, ; or (iiiii) on and after the applicable Effectiveness Deadline (plus an additional 30 days in respect of the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) Registration Statement), any Registration Statement required by this Agreement is filed and has been declared effective by the Commission but shall (A) such Registration Statement thereafter cease ceases to be effective or fail (B) such Registration Statement or the related prospectus 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”), then the Issuers hereby agree to pay to each Holder connection with resales of Transfer Restricted Securities affected thereby additional interest of such series during the periods specified herein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in an amount equal to 25 basis points per 90-day period the light of the principal amount circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder or (3) of a Suspension Event by the Company in accordance with Section 3(w) hereof. Each of the foregoing 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 shall accrue on each Transfer Restricted Securities held by Security, over and above interest at the regular rate stated in the title thereof, from and including the date on which any such Holder for the 90-day period or portion thereof that the Registration Default continues for shall occur to but excluding the first 90-date on which all such Registration Defaults have ceased to be continuing, such Additional Interest to accrue at the rate of 0.25% per annum to and including the 90th day period immediately following the occurrence of such Registration DefaultDefault and at the rate of 0.50% thereafter (the “Additional Interest Rate”). The amount Following the cure of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults Additional Interest will cease to accrue. (b) A Registration Default referred to in Section 7(a)(ii) hereof shall be deemed not to have been cured, up occurred and be continuing in relation 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 Shelf 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 such Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case Default has occurred solely as a result of (iix) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement related prospectus and (and/or, if applicable, the Shelf Registration Statementii) to again be declared effective or made usable in the case of clause (iv) abovey), the additional 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 accrue in accordance with the above paragraph from the date of such Registration Default until such Registration Default ceases. (c) Notwithstanding the foregoing, the Company shall not be required to pay any Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective. (d) Additional Interest will be payable in cash on the regular interest payable payment dates with respect to the Securities and in the same manner and to the same persons as interest on the Securities. The amount of Additional Interest payable at a particular Additional Interest Rate will be determined by multiplying such Additional Interest Rate by the principal amount of the Transfer Restricted Securities as and further multiplied by a result fraction the numerator of which is the number of days such clause Additional Interest Rate was applicable (i), (ii), (iiidetermined on the basis of a 360-day year comprised of twelve 30-day months) 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. (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 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 is withdrawn by the Issuer or becomes subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the U.S. Securities Act suspending the effectiveness of such registration statement (except as specifically permitted in this Agreement, including during any blackout period permitted hereunder 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 60 days of filing such post-effective amendment to such Registration Statement suspension) (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 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 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 shall increase 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 11.00% per annum of on the outstanding principal amount of Transfer 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 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) hereof shall be deemed not to have occurred or be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred as a result of calculating a material event or events relating to the Issuers’ timely compliance with clause (iv) above, Company or the period Guarantors that the Company has determined in which Issuer shall file with good faith and based on the Commission such amendment advice of counsel would need to be disclosed in clause (4) above, shall not commence until the later of (x) the date such Registration Statement ceases or the related prospectus and the Company determines in good faith that such disclosure would adversely affect it (or a proposed transaction it is seeking to engage in) and (ii) the Company has provided, or caused to be effectiveprovided, written notice to the Holders that such an event or events have occurred and (y) such date on which that a Holder shall Registration Default would have completed its review pursuant to occurred but for the provisions of this Section 6(c)(v) hereof and provided 5(b); provided, however, that in any comments to case if such Registration Statement. Default occurs for a continuous period in excess of 45 days, additional interest shall be payable in accordance with this Section 5 from and including the 45th day after such Registration Default originally occurred. (c) 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 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 Notes for any 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 during the Registration Period or Shelf Period, as applicable, without being succeeded within 2 Business Days immediately by a post-effective amendment to such 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 (ia) through (ivd), 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 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% $.20 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 clause (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 clause (iib) above, (3iii) upon Consummation of the Exchange Offer, in the case of clause (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 clause (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) 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 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. A Holder of 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 (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).