Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement 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 declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If either (i) the Issuer fails to file an Exchange Offer has not been Consummated prior to the Exchange Date, (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the later of (x) the 365th day after the Closing Date and (y) the 90th day after the date the Shelf Registration Statement with respect was required to the Registrable Securities (other than the Private Exchange Securities) on be filed pursuant to Section 4 hereof or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the any Shelf Registration Statement required to be filed and declared effective hereunder is by this Agreement has been declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein Effectiveness Period (each such event referred to in clauses (i) through (iv) aboveiii), a “Registration Default”), then the Company hereby agrees that the interest rate borne by the Registrable Transfer Restricted Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (by 0.25% per annum during 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 any Registration Default, Default (and shall increase by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 0.50% per annum) commencing on (x) the 365th day after the original issue date of the Securities, in the case of (i) above (y) the later of the 365th day after the original issue date of the Securities and the 90th day after the filing of such Shelf Registration Statement was required, in the case of (ii) above or portion thereof(z) while a the day such Shelf Registration Default is continuing until Statement ceases to be effective, in the case of (iii) above. Following the cure of all Registration Defaults have been cured, up relating to a maximum rate particular Transfer Restricted Securities (which shall be the date of Additional Interest of 1.00% per annum. Upon (w) the filing Consummation of the Exchange Offer Registration Statement or the Shelf Registration StatementOffer, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x) the effectiveness date of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (Statement in the case of clause (ii) of above and the preceding sentence)date that the Shelf Registration Statement again becomes effective, (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentenceabove), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on borne by the relevant Transfer Restricted Securities shall revert will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if no other after any such reduction in interest rate, a different Registration Default has occurred and occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding any other provisions of this Section 5, the Company shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof. If the Company is continuing. The Issuer required to pay Additional Interest, the Company shall notify provide written notice to the Trustee within three Business Days after of the Company’s obligations to pay Additional Interest no later than 15 days prior to each and every interest payment date on which an event occurs in respect of which Additional Interest is required payable, which notice shall set forth the amount of the Additional Interest to be paid (an “Event Date”). 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) Company on or before the applicable semiannual such interest payment date, immediately available funds in sums sufficient to pay . All obligations of the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the Indenture. Each obligation time such security ceases to pay Additional Interest be a Transfer Restricted Security shall be deemed survive until such time as all such obligations with respect to accrue from and including the day following the applicable Event Datesuch security shall have been satisfied in full.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect The Holder of this Security is entitled to the Registrable Securities benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation (other than "LCI"), and the Private Exchange SecuritiesInitial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) on or before but not defined herein have the date specified herein for such filingmeanings assigned to them in the Registration Agreement. As more fully set forth therein, (ii) the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Statement or Agreement, the Shelf Registration Statement is not declared effective by the SEC on or prior to May 7, 2003, the date specified herein for such effectiveness (interest rate on the “Effectiveness Target Date”), (iii) Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement completed or the Shelf Registration Statement, as if required thereby, is declared effective by the case may be, required hereunder (in SEC or the case of clause (i) of Securities become freely tradable under the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered Statement has been declared effective and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in the case of clause (iv) of the preceding sentence)any 12-month period, Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and then the interest rate on the Registrable Securities shall revert to will be increased by 1.00% per annum commencing on the original rate 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if no other Registration Default has occurred and is continuingany, exceed 1.00%. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest All accrued additional interest shall be paid by depositing with to Holders in the Trustee, in trust, same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the benefit Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the Holders amount 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 record Holder of Securities entitled to receive the interest payment to be paid on any such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateadditional interest.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) has not been Consummated on or before the date specified herein for such filingExchange Date, (ii) the Exchange Offer Registration Statement or the any Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to before the 180th day after the date specified herein for on which the obligation to file such effectiveness (the “Effectiveness Target Date”), Shelf Registration Statement arises or (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementother than during a Blackout Period, or (iv) the Exchange Offer Registration Statement or the any Shelf Registration Statement required to be filed and declared effective hereunder is by this Agreement has been declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, (without being succeeded immediately by a post-effective amendment thereto that cures such failure and that is itself immediately declared effective) during the periods specified herein Effectiveness Period (each such event referred to in clauses (i) through (iv) aboveiii), a “Registration Default”), then the Company hereby agrees that the interest rate borne by the Registrable Transfer Restricted Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (by 0.25% per annum during 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 any Registration Default, Default and shall increase by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning end of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod, up to a maximum rate of Additional Interest of but in no event shall such increase exceed 1.00% per annum. Upon Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities (w) which shall be the filing date of the Consummation of the Exchange Offer Registration Statement or the Shelf Registration StatementOffer, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x) the effectiveness date of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) above, and the date that the Shelf Registration Statement again becomes effective or upon the expiration of the preceding sentence)Effectiveness Period, (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentenceabove), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on borne by the relevant Transfer Restricted Securities shall revert will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if no other after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). pending, Additional Interest shall only be paid payable for a Registration Default described in clause (ii) of this Section 5 to those Holders who sought to have their Transfer Restricted Securities registered pursuant to the first paragraph of Section 4(a) hereof, and the Company and the Guarantors shall not be obligated to pay Additional Interest provided in this Section 5 during a Blackout Period permitted by depositing with the Trustee, in trust, for the benefit Section 4(a) hereof. All obligations of the Holders of Securities (other than Private Exchange Securities) on or before Company and 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as Guarantors set forth in the Indenture. Each obligation first paragraph of this Section 5 that are outstanding with respect to pay Additional Interest any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall be deemed survive until such time as all such obligations with respect to accrue from and including the day following the applicable Event Datesuch security shall have been satisfied in full.

Additional Interest. If (a) The Company, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Company or the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company has neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the Issuer fails to file an terms of the Exchange Offer Registration Statement or the nor (ii) had a Shelf Registration Statement with respect declared effective, in either case on or prior to the Registrable Securities (other than 360th day after the Private Exchange Securities) on or before the date specified herein for such filingIssue Date, (iiB) notwithstanding clause (A), the Exchange Offer Company is required to file a Shelf Registration Statement or the and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 360th day after the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement filing was requested or required to be filed and or (C), if applicable, a Shelf Registration has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Company) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the date such Shelf Registration Statement filing was requested or usable required in connection with the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Offer Securities for all Securities tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or resales upon the effectiveness of Securitiesthe applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 5), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. Notwithstanding any accrued amount other provisions of this Section 5, the Company shall not be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation obligated to pay Additional Interest provided in Section 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall be deemed to accrue from and including on the day Notes following the applicable Event second anniversary of the Issue Date.

Additional Interest. If (a) The Issuers, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Senior Notes (“Additional Interest”) if (A) the Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the Issuer fails to file an terms of the Exchange Offer Registration Statement or the nor (ii) had a Shelf Registration Statement with respect declared effective, in either case on or prior to the Registrable Securities (other than 365th day after the Private Exchange Securities) on or before the date specified herein for such filingIssue Date, (iiB) notwithstanding clause (A), the Exchange Offer Issuers are required to file a Shelf Registration Statement or the and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 365th day after the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement filing was requested or required to be filed and or (C), if applicable, a Shelf Registration has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Senior Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that elapses, provided that the aggregate increase in such annual interest rate may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (x) 366th day after the Issue Date, in the case of (A) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or usable required in connection with the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Offer Securities for all Securities tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or resales upon the effectiveness of Securitiesthe applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 5), Additional Interest on the Senior Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. Notwithstanding any accrued amount other provisions of this Section 5, the Issuers shall not be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation obligated to pay Additional Interest provided in Section 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall be deemed to accrue from and including on the day Senior Notes following the applicable Event second anniversary of the Issue Date.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales 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 Securities, as the case may be, during the periods specified herein filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest rate borne 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 Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which 90-day period or portion thereof that the Registration Default exists shall be increased (the “Additional Interest”), with respect to continues for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such . The amount of the additional interest rate increasing shall increase by an additional 0.25 % per annum at the beginning of 25 basis points with respect to 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 rate amount of Additional Interest additional interest of 1.001% per annumannum 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. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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 (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) of above, the preceding sentence), Additional Interest as a result of the Registration Default described period in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The which Issuer shall notify file with the Trustee within three Business Days after each 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 every (y) such date on which an event occurs in respect of which Additional Interest is required a Holder shall have completed its review pursuant to be paid (an “Event Date”)Section 6(c)(v) hereof and provided any comments to such Registration Statement. Additional Interest All accrued additional interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Indenture and the 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the IndentureIndenture and the Securities. Each obligation 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 additional interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If (i) the Issuer Company fails to file an Consummate the Exchange Offer by the Exchange Deadline, (ii) a Shelf Registration Statement is required pursuant to Section 4(a) of this Agreement but not declared effective within 45 days after the Exchange Deadline, or (iii) 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 declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, Registrable Securities during the periods specified herein in this Agreement (each such event referred to in clauses (i), (ii) through and (iv) aboveiii), a “Registration Default”), then the Company will pay additional interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with ) to each Holder of Registrable Securities until all Registration Defaults have been cured. With respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such the first Registration Default, by Additional Interest will be paid in an amount equal to 0.25% per annum, such interest rate increasing annum of the principal amount of Registrable Securities outstanding. The amount of Additional Interest will increase by an additional 0.25 0.25% per annum at the beginning of with respect to 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 rate amount of Additional Interest for all Registration Defaults of 1.00% per annum. Upon (w) the filing annum of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) principal amount of the preceding sentence), (x) the effectiveness Registrable Securities outstanding. The payment of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), such Additional Interest as a result will be the Holders’ sole remedy under this Agreement with respect to any Registration Defaults hereunder. Following the cure of the all Registration Default described in such clause shall cease Defaults relating to accrue (but any accrued amount shall be payable) and particular Registrable Securities, the interest rate on borne by the relevant Registrable Securities shall revert will be reduced to the original interest rate borne by such Registrable Securities; provided, however, that, if no other after any such reduction in interest rate, a different Registration Default has occurred occurs, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs Guarantors set forth in the preceding paragraph that are outstanding with respect of which Additional Interest is required to any Registrable Security at the time such security ceases to be paid (an “Event Date”)a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Any Additional Interest shall be paid by depositing with the Trustee, in trust, for Company on the benefit next scheduled Interest Payment Date to DTC or its nominee by wire transfer 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 or by federal funds check and to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date Holders of certificated Initial Notes by wire transfer to the record Holder of Securities entitled accounts specified by them or by mailing checks to receive the interest payment to be paid on their registered addresses if no such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateaccounts have been specified.

Additional Interest. If (i) unless the Issuer fails to file an Exchange Offer Registration Statement shall not be permissible under applicable law 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 filingCommission policy, (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 270 days after the Release Date (the “Exchange Offer Effectiveness Target Date”), (ii) in the event the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or become automatically effective) on or prior to 270 days after the date specified herein for such effectiveness obligation to file a Shelf Registration Statement arises (the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in been Consummated within 30 Business Days after the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective but thereafter (except in the case of a Registration Statement that ceases to be effective or usable in connection with as specifically permitted by the Exchange Offer or resales last paragraph of Securities, as the case may be, during the periods specified herein Section 6 hereof) (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the Company and the Guarantors hereby agree that the interest rate borne by the Registrable affected series of Transfer Restricted Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (by 0.25% per annum during 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 any Registration Default, Default and shall increase by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning end of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod, up to a maximum rate of Additional Interest of but in no event shall such increase exceed 1.00% per annum. Upon (w) Following the filing earliest of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness cure of the Exchange Offer all Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence)Defaults relating to any particular Transfer Restricted Securities, (y) the issuance of Exchange Securities in exchange for all Securities (date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) affiliates of the preceding sentence) or Company without further registration under the Securities Act and (z) the effectiveness of date that is two years after the Exchange Offer Registration Statement or the Shelf Registration StatementRelease Date, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on borne by the relevant Transfer Restricted Securities shall revert will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if no other after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing. The Issuer pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which not be entitled to Additional Interest is required with respect to be paid (an “Event Date”)a Registration Default that pertains to the Shelf Registration Statement. Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit All obligations of the Holders of Securities (other than Private Exchange Securities) on or before Company and 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as Guarantors set forth in the Indenture. Each obligation preceding paragraph that are outstanding with respect to pay Additional Interest any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall be deemed survive until such time as all such obligations with respect to accrue from and including the day following the applicable Event Datesuch security shall have been satisfied in full.

Additional Interest. (a) If (i) the Issuer fails to file an Exchange Offer Registration Statement 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during is filed with the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect Commission on or prior to the first 90-day period (or portion thereof) while a Registration Default date which is continuing immediately 90 days following the occurrence date of such Registration Defaultthe original issuance of the Securities, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereofii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in is not declared effective within 180 days after the case of clause (i) original issuance of the preceding sentence)Securities, (xiii) the effectiveness of 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) the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement in accordance with Section 2, the Company or any Subsidiary Guarantor does not so file the Shelf Registration Statement on or prior to the 30th day after the Company's obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company and the Subsidiary Guarantors are obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-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 (vi), a "Registration Default"), the Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in no event exceed 0.50% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (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), as the case may be. Following the cure of all Registration Defaults, required hereunder (in the case accrual of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datewill cease.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 0.25 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 rate of Additional Interest of 1.000.50% per annum. Upon (w1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x2) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) ), or (z4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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, if issued) on or before the applicable semiannual 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration StatementConsummation 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 in 30 days by a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement required Statement) to again be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or made usable in connection with the Exchange Offer or resales of 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 Company agrees to pay to each Holder affected thereby additional interest rate borne in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which such Holder for each week or portion thereof that the Registration Default exists shall be increased (the “Additional Interest”), with respect to continues for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such . The amount of the additional interest rate increasing shall increase by an additional 0.25 % $0.05 per annum at the beginning week per $1,000 in principal amount of Transfer Restricted Securities with respect to 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 rate amount of Additional Interest additional interest of 1.00% $0.50 per annumweek per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii), or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the TrusteeCompany (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Each obligation Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Additional Interest additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If In the event that (i) neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect the Commission on or prior to the Registrable Securities (other than the Private Exchange Securities) on or before 210th day following the date specified herein for such filingof the original issuance of the Securities, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 330th day following the date of the original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated on or prior to the 360th day following the date of the original issuance of the Securities, (iv) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 210th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, (v) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 330th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, or (vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective by the SEC or prior to the date specified herein for effective, such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer exchanges or resales of Securitiesresales, as the case may be, during of the periods specified herein Securities at any time that the Issuers are obligated to maintain the effectiveness thereof pursuant to this Agreement (each such event referred to in clauses (i) through (ivvi) above, above being referred to herein as a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect ) shall accrue (in addition to stated interest on the Securities) from and including the date on which the first 90-day period (or portion thereof) while a such Registration Default is continuing immediately following shall occur to but excluding the occurrence date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such Registration Default, rate per annum shall increase by an additional 0.25% per annum, annum from and including the 91st day after the first such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, up to a maximum rate of however, that in no event shall the Additional Interest accrue at a rate in excess of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), The Additional Interest as a result of the Registration Default described will be payable in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after cash semiannually in arrears each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales for its intended purpose without being succeeded within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within ten business days of Securities, as the case may be, during the periods specified herein filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the interest rate borne by the Registrable Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby (other than the Private Exchange Securities as subject to which no additional amounts shall be payable under this Section 2(e4(b)) as additional interest in an amount equal to which $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default exists shall be increased (the “Additional Interest”), with respect to continues for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing . The amount of the liquidated damages shall increase by an additional 0.25 % $.05 per annum at the beginning week per $1,000 in principal amount of Transfer Restricted Securities with respect to 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 rate amount of Additional Interest additional interest of 1.00% $.50 per annumweek per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the IndentureIndenture and the Notes. Each obligation Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Additional Interest additional interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If (a) In the event that (i) the Issuer fails to file an Exchange Offer Registration Statement or Company and 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) Guarantor have not filed the Exchange Offer Registration Statement or the Shelf Registration Statement with the SEC on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the SEC under the Securities Act on or prior to before the date specified herein for on which such effectiveness (Registration Statement is required to be declared effective under the “Effectiveness Target Date”Securities Act pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer is required to be consummated hereunder and has not been Consummated within 210 days after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Closing Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be by Section 2(a) or 2(b) hereof is filed and declared effective hereunder is by the SEC under the Securities Act but shall thereafter either be withdrawn by the Company or the Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such Registration Statement (except as specifically permitted herein) without being succeeded immediately by a post-effective amendment to such Registration Statement or an additional Registration Statement filed and declared effective but thereafter ceases to be effective or usable in connection with by the Exchange Offer or resales of Securities, as SEC under the case may be, during the periods specified herein Securities Act (each such event referred to in clauses (i) through (iv) aboveis referred to herein as a "Registration Default" and each period during which a Registration Default has occurred and is continuing until the Securities become freely tradable under the Securities Act is referred to herein as, a “"Registration Default”Default Period"), then the interest rate borne by on the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall will 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, by 0.25% per annumannum during the first 90 days of the Registration Default Period, such interest rate increasing and by an additional 0.25 0.50% per annum at thereafter for the beginning remaining portion of each subsequent 90-day period (or portion thereof) while a the Registration Default is continuing until all Registration Defaults have been cured, up to a maximum Period. The interest rate of Additional Interest of 1.00will not at any time be increased by more than 0.50% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration StatementIn addition, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Registrable Securities shall will revert to the original interest rate if no other prior to any increase pursuant to this Section 3(a) at such time as all Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateDefaults are cured.

Additional Interest. If (ia) The Company and the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Company or any Guarantor fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional interest on the Notes (“Additional Interest”) if (A) the Issuer fails Company and the Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date, (B) the Company and the Guarantors are required to file an Exchange Offer Registration Statement or the a Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for and such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for later of the 180th day after the Issue Date and the 30th day after the obligation to file such effectiveness Shelf Registration Statement arises (the “Effectiveness Target DateDeadline”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (ivC) the Exchange Offer Registration Statement or the such Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, at any time during the periods specified herein Effectiveness Period (other than because of the sale of all of the Notes registered thereunder) (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then Additional Interest shall accrue on the interest principal amount of the Notes at a rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest annum (which rate increasing will be increased by an additional 0.25 0.25% per annum at the beginning of for each subsequent 90-90 day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of that such Additional Interest of continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum. Upon ) (wsuch Additional Interest to be calculated by the Company) commencing on the (x) 181st day after the Issue Date, in the case of clause (A) above, (y) the filing day after the Effectiveness Deadline in the case of clause (B) above or (z) the day such Shelf Registration ceases to be effective in the case of clause (C) above; provided, however, that upon the exchange of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder Notes for all Notes tendered (in the case of clause (iA) of the preceding sentencethis Section 4), (x) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (iiB) of the preceding sentencethis Section 4), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be remain effective (in the case of clause (ivC) of the preceding sentencethis Section 4), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, (i) Additional Interest shall not accrue (but any accrued amount shall be payable) and the interest rate Company and the Guarantors shall not be obligated to pay any Additional Interest provided for in Section 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall accrue on the Securities shall revert to Notes following the original rate if no other Registration Default has occurred second anniversary of the Issue Date and is continuing. The Issuer shall notify (ii) the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest described in this Section 4 is required the sole and exclusive remedy available to be paid (an “Event Date”)Holders due a Registration Default. Additional Interest shall be paid payable in the same form elected by depositing with the Trustee, in trust, Company for the benefit payment of the Holders of Securities (other than Private Exchange Securities) on or before interest for the applicable semiannual interest payment dateperiod, immediately available funds in sums sufficient to pay on the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date same dates and to the record Holder of Securities entitled to receive same persons that the Company makes other interest payment to be paid payments on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including Notes, until the day following the applicable Event DateRegistration Default is corrected.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of Securities, as the case may be, during the periods specified herein filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest rate borne in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which such Holder for each week or portion thereof that the Registration Default exists shall be increased (the “Additional Interest”), with respect to continues for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such . The amount of additional interest rate increasing shall increase by an additional 0.25 % $.05 per annum at the beginning week per $1,000 in principal amount of Transfer Restricted Securities with respect to 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 rate amount of Additional Interest additional interest of 1.00% $.25 per annumweek per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) upon the filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the Trustee, Holders entitled thereto in trust, the manner provided for the benefit payment of interest in 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 Indenture on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date as more fully set forth in the IndentureIndenture and the Notes. Each obligation 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 additional interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If (a) The Issuer, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuer and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof, as further specified in this Section 4, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer and the Guarantors have neither (i) exchanged Exchange Securities for all Transfer Restricted Securities validly tendered in accordance with the Issuer fails to file an terms of the Exchange Offer Registration Statement or the nor (ii) if applicable, had a Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) declared effective, in either case on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC or prior to the 450th day after the Issue Date (or in the case of a Shelf Registration Statement, such later date specified herein for that such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer Shelf Registration is required to be consummated hereunder declared effective determined in accordance with Section 2(c) and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement3(a) hereof), or (ivB) the Exchange Offer Registration Statement or the if applicable, a Shelf Registration Statement required to be filed and has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, at any time during the periods specified herein Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such event referred to in clauses (iA) through and (iv) aboveB), a an “Registration DefaultAdditional Interest Event”), then Additional Interest shall accrue on the interest principal amount of the Notes then outstanding (but, following the consummation of the Exchange Offer, only on the principal amount of such Notes that could not be exchanged or were not exchanged as specified in Section 2(c) hereof) at a rate borne by of 0.25% per annum during the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, any Additional Interest Event (which rate will be increased by an additional 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of 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 rate of that such Additional Interest of continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum. Upon ) (wsuch Additional Interest to be calculated by the Issuer) commencing on the (x) 451st day after the Issue Date, in the case of clause (A)(i) above, (y) such later date that a Shelf Registration is required to be declared effective determined in accordance with Section 2(c) and 3(a) hereof, in the case of clause (A)(ii) above, or (z) the filing day such Shelf Registration ceases to be effective in the case of clause (B) above; provided, however, that upon the exchange of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder Securities for all Transfer Restricted Securities validly tendered (in the case of clause (iA) of the preceding sentencethis Section 4(a)), (x) or upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be remain effective (in the case of clause (ivB) of this Section 4(a)) or if the preceding sentence)Notes otherwise no longer constitute Transfer Restricted Securities, Additional Interest on the Notes in respect of which such events relate as a result of the Registration Default described in such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue (but any accrued amount accrue. The obligation of the Issuer and the Guarantors to pay Additional Interest as set forth in this Section 4 shall be payable) the sole and exclusive monetary remedy of the interest rate on the Securities shall revert Holders and Participating Broker-Dealers for any Additional Interest Event. Notwithstanding anything to the original rate if no other Registration Default contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Additional Interest Event has occurred and is continuing. The Issuer , (ii) a Holder or Participating Broker-Dealer that is not entitled to the benefits of the Shelf Registration shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which not be entitled to Additional Interest is required with respect to be paid (an “Event Date”). any 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 Event that pertains to the record Holder of Securities entitled to receive Shelf Registration and (iii) the interest payment to Issuer and the Guarantors shall not be paid on such date as set forth in the Indenture. Each obligation obligated to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateprovided in this Section 4 during a Shelf Suspension Period permitted by Section 3(a) hereof.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect The Holder of this Security is entitled to the Registrable Securities benefits of a Senior Note Registration Rights Agreement, dated as of August 29, 2003, among Dex Media West LLC, Dex Media West Finance, and the Initial Purchasers named therein and, as of the Acquisition Date, Dex Media West (other than the Private Exchange Securities"Registration Agreement"). Capitalized terms used in this paragraph (b) on or before but not defined herein have the date specified herein for such filingmeanings assigned to them in the Registration Agreement. As more fully set forth therein, (ii) the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Statement or Agreement, the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (270th day following the “Effectiveness Target Date”)Acquisition, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of 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 interest rate borne by on the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall will be increased (the “Additional Interest”), with respect to by 0.25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, and will increase by an additional 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of with respect to 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement is completed or the Shelf Registration Statement, as if required thereby, is declared effective by the case may beSEC or the Securities become freely tradable under the Securities Act; provided, required hereunder (however, that in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or no event will such additional interest exceed 1.00%. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered Statement has been declared effective and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 consecutive days or more than 90 days (whether or not consecutive) in the case of clause (iv) of the preceding sentence)any 12-month period, Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and then the interest rate on the Registrable Securities shall revert to will be increased by 1.00% per annum commencing on the original rate 61st or 91st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if no other Registration Default has occurred and is continuingany, exceed 1.00%. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest All accrued additional interest shall be paid by depositing with to Holders in the Trustee, in trust, same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the benefit Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the Holders amount 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 record Holder of Securities entitled to receive the interest payment to be paid on any such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateadditional interest.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Registered Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales 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 2 Business Days of Securities, as the case may be, during the periods specified herein filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “"Additional Interest”"). Additional Interest shall accrue, with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing 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, by 0.25% per annumpayable in cash semiannually in arrears on each Interest Payment Date, commencing on the date of such interest Registration Default. The rate increasing of the Additional Interest shall increase by an additional 0.25 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 rate of Additional Interest for all Registration Defaults of 1.00% per annum. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Registered Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the IndentureIndenture and the Notes. Each obligation Notwithstanding the fact that any securities for which Additional Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Additional Interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If In the event that (i) the Issuer fails to file an Exchange Offer Registration Statement 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, (iia) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by filed with the SEC on or prior to the date specified herein for such effectiveness (270th day after the “Effectiveness Target Closing Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (ivb) the Exchange Offer Registration Statement has not been declared effective on or prior to the 365th day after the Closing Date, (c) the Exchange Offer is not consummated on or prior to the 400th day after the Closing Date, or (d) the Co-Issuers are required by Section 2.2 to file a Shelf Registration Statement, and the Shelf Registration Statement required to be filed and Statement, if required, is not declared effective hereunder is declared effective but thereafter ceases on or prior to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein 365th day following a Shelf Triggering Event (each such event referred to in clauses (ia) through (ivd) above, a “Registration Default”), the interest rate borne by the Securities shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum in each case until the earlier of the date all Registration Defaults are cured, at which time the accrual of Additional Interest will cease and the interest rate will revert to the original rate. Notwithstanding the foregoing, a Holder of Registrable Securities who participated or could have participated in a consummated Exchange Offer shall not, subsequent to the consummation of such Exchange Offer in accordance with the terms of this Agreement, be entitled to Additional Interest with respect to any failure with respect to a Shelf Registration Statement. Following the cure of all Registration Defaults, the accrual of Additional Interest with respect to Registration Defaults will cease. If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 45 days in the aggregate (other than as part of a permitted Shelf Suspension Period), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall will be increased (by 0.25% per annum of the “Additional Interest”), with respect to principal amount of the Securities for the first 90-day period (or portion thereof) while beginning on the 45th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period (other than as part of a Registration Default is continuing immediately following the occurrence of such Registration Defaultpermitted Shelf Suspension Period), which rate shall be increased by an additional 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod, up to a provided that the maximum aggregate increase in the interest rate of Additional Interest of will in no event exceed 1.00% per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration StatementStatement once again becoming usable, as the case may be, required hereunder (in the case accrual of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall will cease to accrue (but any accrued amount shall be payable) and the interest rate on borne by the Securities shall revert Notes will be reduced to the original interest rate if no other the Co-Issuers are 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. Additional Interest shall not accrue or be payable for more than one outstanding Registration Default has occurred and is continuingpursuant to the two preceding paragraphs at any given time. The Issuer Co-Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is would be required to be paid paid, notwithstanding the application of the immediately preceding sentence (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Registrable 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 record Holder of Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange SecuritiesNotes, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities Notes in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities Notes, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 0.25 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 rate of Additional Interest of 1.000.50% per annum. Upon (w1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x2) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y3) the issuance of Exchange Securities Notes in exchange for all Securities (other than the Private Exchange SecuritiesNotes, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) ), or (z4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange SecuritiesNotes, if issued) on or before the applicable semiannual 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (ia) the Issuer Company fails to file an Exchange Offer Registration Statement or any of the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) registration statements required by this Agreement on or before the date specified herein for such filing, (iib) the Exchange Offer Registration Statement or the Shelf Registration Statement is Statement, as applicable, has not been declared effective by the SEC on or prior to the date deadlines for effectiveness specified herein for such effectiveness in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Target Date”), (iiic) the Exchange Offer is required to be consummated hereunder and the Issuer Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in consummate the Exchange Offer within 45 60 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, Statement or (ivd) the Shelf Registration Statement or the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder Statement, as applicable, is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, Transfer Restricted Securities during the periods specified herein in this Agreement (each such event referred to in clauses (ia) through (ivd) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”)) by one-quarter of one percent per annum, with respect to the first which rate will increase by one quarter of one percent each 90-day period (or portion thereof) while a Registration Default is continuing immediately following that such Additional Interest continues to accrue under any such circumstance, provided that the occurrence maximum aggregate increase in the interest rate will in no event exceed one half of such Registration Default, by 0.25% one percent per annum, such interest rate increasing by an additional 0.25 % per annum at . Following the beginning cure 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 rate the accrual of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall will cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall will revert to the original rate if no other Registration Default has occurred and is continuingrate. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Transfer Restricted 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If either (i) the Issuer fails to file an Exchange Offer has not been Consummated prior to the Exchange Date, (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the later of (x) the 365th day after the Closing Date and (y) the 90th day after the date the Shelf Registration Statement with respect was required to the Registrable Securities (other than the Private Exchange Securities) on be filed pursuant to Section 4 hereof or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the any Shelf Registration Statement required to be filed and declared effective hereunder is by this Agreement has been declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein Effectiveness Period (each such event referred to in clauses (i) through (iv) aboveiii), a “Registration Default”), then the Company hereby agrees that the interest rate borne by the Registrable Transfer Restricted Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (by 0.25% per annum during 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 any Registration Default, Default (and shall increase by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 0.50% per annum) commencing on (x) the 365th day after the original issue date of the Notes, in the case of (i) above (y) the later of the 365th day after the original issue date of the Notes and the 90th day after the filing of such Shelf Registration Statement was required, in the case of (ii) above or portion thereof(z) while a the day such Shelf Registration Default is continuing until Statement ceases to be effective, in the case of (iii) above. Following the cure of all Registration Defaults have been cured, up relating to a maximum rate particular Transfer Restricted Securities (which shall be the date of Additional Interest of 1.00% per annum. Upon (w) the filing Consummation of the Exchange Offer Registration Statement or the Shelf Registration StatementOffer, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x) the effectiveness date of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (Statement in the case of clause (ii) of above and the preceding sentence)date that the Shelf Registration Statement again becomes effective, (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentenceabove), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on borne by the relevant Transfer Restricted Securities shall revert will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if no other after any such reduction in interest rate, a different Registration Default has occurred occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding any other provisions of this Section 5, the Company and the Guarantors shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof. If the Company is continuing. The Issuer required to pay Additional Interest, the Company shall notify provide written notice to the Trustee within three Business Days after of the Company’s obligations to pay Additional Interest no later than 15 days prior to each and every interest payment date on which an event occurs in respect of which Additional Interest is required payable, which notice shall set forth the amount of the Additional Interest to be paid (an “Event Date”). 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) Company on or before the applicable semiannual such interest payment date, immediately available funds in sums sufficient to pay . All obligations of the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to Company and the record Holder of Securities entitled to receive the interest payment to be paid on such date as Guarantors set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the Indenture. Each obligation time such security ceases to pay Additional Interest be a Transfer Restricted Security shall be deemed survive until such time as all such obligations with respect to accrue from and including the day following the applicable Event Datesuch security shall have been satisfied in full.

Additional Interest. If (ia) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to file an fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer Registration Statement or the nor (ii) had a Shelf Registration Statement with respect declared effective, in either case on or prior to the Registrable Securities (other than 360th day after the Private Exchange Securities) on or before the date specified herein for such filingIssue Date, (iiB) notwithstanding clause (A), the Exchange Offer Issuer is required to file a Shelf Registration Statement or the and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 360th day after the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement filing was requested or required to be filed and or (C), if applicable, a Shelf Registration has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), and then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the date such Shelf Registration Statement filing was requested or usable required in connection with the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Offer Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or resales upon the effectiveness of Securitiesthe applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 4), Additional Interest on the Registrable Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. Notwithstanding any accrued amount shall be payable) and other provisions of this Section 4, the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to not be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation obligated to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateprovided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.

Additional Interest. If (ia) on or prior to the Issuer fails to file an 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect to the Registrable Securities Commission, (other than the Private Exchange Securitiesb) on or before prior to the 150th day following the original issue date specified herein for such filingof the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iic) on or prior to the 185th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective by the SEC or prior to the date specified herein for effective, such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, Securities or New Securities in accordance with and during the periods specified herein in this Agreement (each such event referred to in clauses (ia) through (iv) aboved), a (“Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect ) will accrue on the principal amount of the Securities and the New Securities (in addition to the first stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, Default and shall increase by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning end of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod, up to a maximum but in no event shall such rate of Additional Interest of exceed 1.00% per annum. Upon (w) the filing All obligations of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as Company set forth in the Indenture. Each obligation preceding paragraph that are outstanding with respect to pay Additional Interest any Security at the time such Security is exchanged for a New Security shall be deemed survive until such time as all such obligations with respect to accrue from and including the day following the applicable Event Datesuch Security have been satisfied in full.

Additional Interest. If (a) In the event that (i) the Issuer fails to file an Partnership has not filed the Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) Commission on or before the date specified herein for on which such filingRegistration Statement is required to be so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) the such Exchange Offer Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission under the Act on or prior to before the date specified herein for on which such effectiveness (Registration Statement is required to be declared effective under the “Effectiveness Target Date”Act pursuant to Section 2(a) or Section 3(b), respectively, or (iii) the Exchange Offer is required to be has not been consummated hereunder and within 260 days after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days date of issuance of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementSecurities, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be by Section 2(a) or Section 3(b) hereof is filed and declared effective hereunder is declared effective by the Commission under the Act but shall thereafter ceases cease to be effective or usable in connection with (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Exchange Offer or resales of Securities, as Commission under the case may be, during the periods specified herein Act (each such event referred to in clauses (i) through (iv) above, is referred to herein as a “"Registration Default”"), then the Partnership shall pay additional interest ("Additional Interest") on the affected Securities that will accrue and be payable semiannually on the Securities (in addition to 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 borne will be reduced to its initial rate). During the time that Additional Interest is accruing, the rate of Additional Interest shall be 0.25% per annum during the first 90-day period, and will increase by 0.25% per annum for each subsequent 90-day period during which any such Registration Default continues; provided, however, the rate of Additional Interest shall not exceed 0.50% per annum in the aggregate regardless of the number of Registration Defaults. Additional Interest shall not accrue if the Partnership has 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 Registrable Securities (other than Commission under the Private Exchange Securities as Act on or before the date which such Registration Statement is required to which no additional amounts 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 shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.25% per annum during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at regardless of 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 rate of Additional Interest in effect at the time of 1.00% per annum. Upon (w) any prior Registration Default at the filing time of the Exchange Offer cure of any such prior Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateDefault.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during is filed with the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne Commission by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-120th day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration DefaultOriginal Issue Date, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereofii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in is not declared effective by the case of clause (i) of 210th day following the preceding sentence)Original Issue Date, (xiii) the effectiveness Registered Exchange Offer has not been consummated by the 255th day following the Original Issue Date and no Shelf Registration Statement has been filed, (iv) the Shelf Registration Statement has not been declared effective on or prior to the later of (A) the 210th day following the Original Issue Date and (B) the 90th day after the Company’s obligation to file a Shelf Registration Statement arises or (v) after either the Exchange Offer Registration Statement or the Shelf Registration StatementStatement has been declared effective, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities such Registration Statement thereafter ceases to be effective or usable (other than during any Deferral Period or as set forth below) in connection with resales of notes of New Securities in accordance with and during the Private Exchange periods specified in this Agreement (each such event referred to in clauses (i) through (v), a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and the New Securities) properly tendered from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured or are no longer continuing. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and at a rate of 0.50% per annum thereafter (it being understood and agreed that notwithstanding any provision to the contrary above, (A) if there are multiple Registration Defaults, there will be no duplication of Additional Interest, and the maximum Additional Interest shall be 0.50% per annum, (B) so long as any Securities or New Securities are not withdrawn Registrable Securities, no Additional Interest shall accrue on such Securities or New Securities, and (C) a Holder of Registrable Securities who is not entitled to the benefits of a Shelf Registration Statement (i.e., such Holder has not elected to include information or has not agreed in the Exchange Offer (in the case of clause (iii) writing to be bound by all of the preceding sentenceprovisions of this Agreement applicable to such Holder) or shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement). A Registration Default referred to in cause (zv) the effectiveness of the Exchange Offer above will be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the Shelf related Prospectus if such Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest Default has occurred solely as a result of the filing of a post-effective amendment to such Shelf Registration Default described in Statement and for such clause shall cease time as is reasonably necessary to accrue (but any accrued amount shall incorporate annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to be payable) declared effective to permit Holders of the Securities to use the related Prospectus and the interest rate on the Securities shall revert Company is using its commercially reasonable efforts to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on have such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datepost-effective amendment declared effective.

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) the Issuer fails to file an Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with respect to the Registrable Securities (other than the Private Exchange Securities) Commission on or before the date specified herein for such filingShelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective by within 90 days of the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Shelf Filing Date”), (iii) the Registered Exchange Offer is required not consummated on or prior to be consummated hereunder and 180 days after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementIssue Date, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be is filed and declared effective hereunder is declared effective within 90 days after the Shelf Filing Date but shall thereafter ceases cease to be effective or usable in connection with (at any time that the Exchange Offer or resales of Securities, as Company and the case may be, during Guarantors are obligated to maintain the periods specified herein effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the Company and the Guarantors will be jointly and severally obligated to pay additional interest rate borne by to each Holder of Transfer Restricted Securities, during the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (of one or portion thereof) while a Registration Default is continuing immediately following the occurrence of more such Registration DefaultDefaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period Holder until (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (wi) the filing of applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement or is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration StatementStatement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, required hereunder (which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the case same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of clause all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) of the preceding sentence)date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (xii) the effectiveness date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in respect of which Additional Interest is this Section 3(a), neither the Company nor the Guarantors shall be required to be paid (an “Event Date”). 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 pay additional 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 record a Holder of Transfer Restricted Securities entitled if such Holder failed to receive comply with its obligations to make the interest payment to be paid on such date as representations set forth in the Indenture. Each obligation second to pay Additional Interest shall last paragraph of Section 1 or failed to provide the information required to be deemed provided by it, if any, pursuant to accrue from and including the day following the applicable Event DateSection 4(n).

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 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) the Issuer fails to file an Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with respect to the Registrable Securities (other than the Private Exchange Securities) Commission on or before the date specified herein for such filingShelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective by within 150 days of the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Shelf Filing Date”), (iii) the Registered Exchange Offer is required not consummated on or prior to be consummated hereunder and 180 days after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementIssue Date, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be is filed and declared effective hereunder is declared effective within 150 days after the Shelf Filing Date but shall thereafter ceases cease to be effective or usable in connection with (at any time that the Exchange Offer or resales of Securities, as Company is obligated to maintain the case may be, during the periods specified herein effectiveness thereof) without being succeeded within 75 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the Company will be obligated to pay additional interest rate borne by to each Holder of Transfer Restricted Securities, during the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (of one or portion thereof) while a Registration Default is continuing immediately following the occurrence of more such Registration DefaultDefaults, in an amount equal to $0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period Holder until (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (wi) the filing of applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement or is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration StatementStatement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be. Following the cure of all Registration Defaults, required hereunder (in the case accrual of clause additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security or Private Exchange Security until the earliest to occur of (i) of the preceding sentence)date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (xii) each Security or Private Exchange Security until the effectiveness date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of each Security or Private Exchange Security until the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs it 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 respect of which Additional Interest is this Section 3(a), the Company shall not be required to be paid (an “Event Date”). 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 pay additional 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 record a Holder of Transfer Restricted Securities entitled if such Holder failed to receive comply with its obligations to make the interest payment to be paid on such date as representations set forth in the Indenture. Each obligation second to pay Additional Interest shall last paragraph of Section 1 or failed to provide the information required to be deemed provided by it, if any, pursuant to accrue from and including the day following the applicable Event DateSection 4(n).

Additional Interest. (a) If (i) the Issuer fails to file an Exchange Offer Registration Statement 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during is filed with the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect Commission on or prior to the first 90-day period (or portion thereof) while a Registration Default date which is continuing immediately 120 days following the occurrence date of such Registration Defaultthe original issuance of the Securities, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereofii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in is not declared effective or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement able to be used for the case of clause (i) offer and sale of the preceding sentence)Transfer Restricted Securities within 210 days after the original issuance of the Securities, (xiii) the effectiveness of the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 240 days after the date of the original issuance of Securities, (iv) the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement in accordance with Section 2, the Company or any Subsidiary Guarantor does not so file the Shelf Registration Statement or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Automatic Shelf Registration Statement so designated on or prior to the 30th day after the Company’s obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective (at any time that the Company and the Subsidiary Guarantors are obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective or immediately effective, provided that such 30-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 (vi), a “Registration Default”), the Company shall be obligated to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in no event exceed 0.50% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (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), as the case may be. Following the cure of all Registration Defaults, required hereunder (in the case accrual of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datewill cease.

Additional Interest. If (ia) on or prior to the Issuer fails to file an 120th day following the original issue date of the Notes, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect to the Registrable Securities Commission, (other than the Private Exchange Securitiesb) on or before prior to the 180th day following the original issue date specified herein for such filingof the Notes, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iic) on or prior to the 210th day following the original issue date of the Notes, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective by the SEC or prior to the date specified herein for effective, except as provided in Section 4(b)(II) hereof, such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, Notes or Exchange Notes in accordance with and during the periods specified herein in this Agreement (each such event referred to in clauses (ia) through (iv) aboved), a “Registration Default”"REGISTRATION DEFAULT"), then interest ("ADDITIONAL INTEREST") will accrue on the principal amount of the Notes and the Exchange Notes (in addition to the stated interest rate borne by on the Registrable Securities (other than Notes and Exchange Notes) from and including the Private Exchange Securities as to date on which no additional amounts shall be payable under this Section 2(e)) as to which the any such Registration Default exists shall be increased (occur to but excluding the “date on which all Registration Defaults have been cured. Additional Interest”), with respect to Interest will accrue at a rate of 0.25% per annum during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, Default and shall increase by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning end of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod, up to a maximum but in no event shall such rate of Additional Interest of exceed 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any All accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the IndentureIndenture and the Notes and the Exchange Notes. Each obligation Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Additional Interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If (a) The Company Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Company Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the Issuer fails to file an terms of the Exchange Offer Registration Statement or the nor (ii) had a Shelf Registration Statement with respect declared effective, in either case on or prior to the Registrable Securities (other than 365th day after the Private Exchange Securities) on or before the date specified herein for such filingIssue Date, (iiB) notwithstanding clause (A), the Exchange Offer Company Issuers are required to file a Shelf Registration Statement or the and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 365th day after the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement filing was requested or required to be filed and or (C), if applicable, a Shelf Registration has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Company Issuers) commencing on the (x) 366th day after the Issue Date, in the case of (A) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or usable required in connection with the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Offer Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or resales upon the effectiveness of Securitiesthe applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. Notwithstanding any accrued amount other provisions of this Section 4, the Company Issuers shall not be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation obligated to pay Additional Interest provided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall be deemed to accrue from and including on the day Notes following the applicable Event second anniversary of the Issue Date.

Additional Interest. If (a) The Issuers, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the applicable series of Senior Notes (“Additional Interest”) if (A) the Issuers have neither (i) exchanged Exchange Securities for all Securities of such series validly tendered in accordance with the Issuer fails to file an terms of the Exchange Offer Registration Statement or the nor (ii) had a Shelf Registration Statement with respect declared effective, in either case on or prior to the Registrable Securities (other than 575th day after the Private Exchange Securities) on or before the date specified herein for such filingIssue Date, (iiB) notwithstanding clause (A), the Exchange Offer Issuers are required to file a Shelf Registration Statement or the and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 365th day after the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement filing was requested or required to be filed and or (C), if applicable, a Shelf Registration has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the applicable series of Senior Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that elapses, provided that the aggregate increase in such annual interest rate may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (x) 576th day after the Issue Date, in the case of (A) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or usable required in connection with the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Offer Securities for all Securities of such series tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or resales upon the effectiveness of Securitiesthe applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 5), Additional Interest on the Senior Notes of such series in respect of which such events relate as a result of such clause (or the relevant subclause thereof), 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. Notwithstanding any accrued amount other provisions of this Section 5, the Issuers shall not be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation obligated to pay Additional Interest provided in Section 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall be deemed to accrue from and including on the day Senior Notes following the applicable Event second anniversary of the Issue Date.

Additional Interest. If (i) either the Issuer fails Exchange Offer ------------------- Registration Statement or the Shelf Registration Statement is not filed with the Commission on or prior to file an the date specified for such filing in this Agreement, (ii) either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the target date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been consummated within 30 days after the Effectiveness Target Date with respect to the Registrable Securities Exchange Offer Registration Statement or (other than the Private Exchange Securitiesiv) on or before the date specified herein for such filing, (ii) either the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with during the applicable Exchange Offer Registration Period or resales of SecuritiesShelf Registration Period, as the case may be, during the periods specified herein be (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the Issuer hereby agrees to pay additional interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “"Additional Interest”), ") to each Holder of Registrable Notes 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, by 0.25Default in an amount equal to 0.5% per annum, annum of the principal amount of Registrable Notes held by such interest rate increasing Holder. The amount of the Additional Interest payable to each Holder for such Registration Default will increase by an additional 0.25 0.5% per annum at of the beginning principal amount of Registrable Notes held by such Holder with respect to each subsequent 90-day period (or portion thereof) while a until such Registration Default is continuing until all Registration Defaults have has been cured, up to a an aggregate maximum rate amount of Additional Interest of 1.001.0% per annumannum of the principal amount of Registrable Notes for all Registration Defaults. Upon All accrued Additional Interest will be paid by the Issuer on each Interest Payment Date (was such term is defined in the Indenture) to the Holders of record with respect to such Interest Payment Date by wire transfer of immediately available funds or by federal funds check. Additional Interest payable (a) with respect to the Registration Default specified in clause (i) above, shall cease to accrue upon filing of the Exchange Offer Registration Statement or (and, if applicable, the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (xb) with respect to the Registration Default specified in clause (ii) above, shall cease to accrue upon the effectiveness of the Exchange Offer Registration Statement or (and, if applicable, the Shelf Registration Statement), (c) with respect to the Registration Default specified in clause (iii) above, shall cease to accrue upon consummation of the Exchange Offer, and (d) with respect to the Registration Default specified in clause (iv) above, shall cease to accrue upon the filing of a post-effective amendment to the Registration Statement that causes the Exchange Offer Registration Statement (and, if applicable, the Shelf Registration Statement) again to be declared effective, as the case may be. Following the cure of all Registration Defaults, required hereunder (in the case accrual of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any will cease, and all accrued amount and unpaid Additional Interest shall be payable) and the interest rate on the Securities shall revert paid to the original rate if no other Registration Default has occurred and is continuingHolders of Registrable Notes promptly thereafter. The Issuer shall notify the Trustee within three Business Days five days after the occurrence of each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)Registration Default. 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 parties hereto agree that the Additional Interest then due. The Additional Interest due shall provided for in this Section 4 constitutes a reasonable estimate of the damages that will be payable on each interest payment date to the record Holder incurred by Holders by reason of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateany Registration Default.

Additional Interest. (a) If (i) the Issuer fails to file an Exchange Offer Registration Statement is not filed with the Commission within 150 days after the Issue Date or the Shelf Registration Statement is not filed with respect to the Registrable Securities (other than the Private Exchange Securities) Commission on or before the date specified herein for such filingShelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days after the Issue Date or the Shelf Registration Statement is not declared effective by within 60 days of the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Shelf Filing Date”), (iii) the Registered Exchange Offer is required to be not consummated hereunder within 210 days after the Issue Date and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and a Shelf Registration Statement has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementbeen filed, or (iv) the Exchange Offer Shelf Registration Statement is filed and declared effective within 60 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantor are obligated to maintain the effectiveness thereof) or use of the Shelf Registration Statement or the Shelf Registration Statement required related prospectus shall be suspended for one or more periods longer than permitted pursuant to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein Section 3(d) hereof (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the Company and the Guarantor will be jointly and severally obligated to pay additional cash interest rate borne to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to such Holder during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 0.25% per annum at the beginning of during 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 rate of Additional Interest of 1.00.50% per annum, until each Registration Default has been cured. Upon Such additional interest shall not be payable under more than one of clauses (wi) through (iv) at any given time. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Note until the earliest to occur of (i) the filing date on which such Note has been exchanged for a freely transferable Exchange Note in the Registered Exchange Offer, (ii) the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs it 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 respect of which Additional Interest is this Section 3(a), neither the Company nor the Guarantor shall be required to be paid (an “Event Date”). 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 pay additional 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 record a particular Holder of Transfer Restricted Securities entitled if such Holder failed to receive comply with its obligations to make the interest payment to be paid on such date as representations set forth in the Indenture. Each obligation second to pay Additional Interest shall last paragraph of Section 1 or failed to provide the information required to be deemed provided by it, if any, pursuant to accrue from and including the day following the applicable Event DateSection 4(n).

Additional Interest. (a) If (i) the Issuer fails to file an Exchange Offer Registration Statement 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) neither the Exchange Offer Registration ------------------- Statement or nor the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during is filed with the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect Commission on or prior to the first 90-day period (or portion thereof) while a Registration Default date which is continuing immediately 90 days following the occurrence date of such Registration Defaultthe original issuance of the Securities, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereofii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in is not declared effective within 210 days after the case of clause (i) original issuance of the preceding sentence)Securities, (xiii) the effectiveness of if the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 270 days after the date of the original issuance of Securities or (iv) 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 being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of 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 Securities held by such Holder until all Registration Defaults have been cured. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective or the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (iii) the Shelf Registration Statement is declared effective or (iv) the applicable Registration Statement again becomes effective (or is superseded by another effective Registration Statement), as the case may be. At any time that all Registration Defaults have been cured, required hereunder (in the case accrual of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datewill cease.

Additional Interest. If The Holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement dated as of February 7, 2012 (the “Registration Rights Agreement”) by and among the Issuers and the initial purchasers of the Notes. Capitalized terms used in this paragraph 2 but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect the Commission on or prior to the Registrable Securities (other than the Private Exchange Securities) on or before 210th day following the date specified herein for such filingof the original issuance of the Notes, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 330th day following the date of the original issuance of the Notes, (iii) the Registered Exchange Offer has not been consummated on or prior to the 360th day following the date of the original issuance of the Notes, (iv) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 210th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, (v) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 330th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, or (vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective by the SEC or prior to the date specified herein for effective, such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer exchanges or resales of Securitiesresales, as the case may be, during of the periods specified herein Notes at any time that the Issuers are obligated to maintain the effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (ivvi) above, above being referred to herein as a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect ) shall accrue (in addition to stated interest on the Notes) from and including the date on which the first 90-day period (or portion thereof) while a such Registration Default is continuing immediately following shall occur to but excluding the occurrence date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Notes; provided, however, that such Registration Default, rate per annum shall increase by an additional 0.25% per annum, annum from and including the 91st day after the first such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, up to a maximum rate of however, that in no event shall the Additional Interest accrue at a rate in excess of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), The Additional Interest as a result of will be payable in cash semiannually in arrears each Interest Payment Date. The Trustee is not responsible for ascertaining if any Additional Interest is payable under the Registration Default described in such clause shall cease to accrue (but Rights Agreement. If any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (paid, the Issuers will provide the Trustee with an “Event Date”). Additional Interest shall be paid by depositing with the TrusteeOfficers’ Certificate, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment daterelevant Interest Payment Date, immediately available funds in sums sufficient to pay setting forth the amount of Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth Interest Payment Date. Whenever in this Note or in the Indenture. Each obligation Indenture a reference is made to pay Additional Interest interest on the Notes, such reference shall be deemed to accrue from and including also be a reference to Additional Interest, if any, due on the day following the applicable Event DateNotes.

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) the Issuer fails Company and the Guarantors fail to file an the Exchange Offer Registration Statement on or before the 150th day after the Closing Date or fail to file the Shelf Registration Statement with respect on or prior to the Registrable Securities (other than later of the Private Exchange Securities) on or before 270th day after the date specified herein for such filingClosing Date and 120 days after the obligation to file the Shelf Registration Statement arises under Section 2, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 240th day after the Closing Date or the Shelf Registration Statement is not declared effective on or before the 210th day after the filing of the Shelf Registration Statement, (iii) the Registered Exchange Offer is not consummated on or prior to the 300th day after the Closing Date and the Shelf Registration Statement is not declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (210th day after the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days filing of the Effectiveness Target Date with respect to the Exchange Offer Shelf Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be is filed and declared effective hereunder is declared effective but within the time periods required by Section 2 but, thereafter ceases to be effective or usable available for the Holders of Transfer Restricted Securities in connection with the Exchange Offer or resales of Securities, as the case may be, offer and sale such Transfer Restricted Securities during the periods specified herein period that the Company and the Guarantors are obligated to maintain the effectiveness thereof (each unless such event referred to in clauses (i) through (iv) above, a “Shelf Registration Default”), then the interest rate borne Statement is succeeded by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the another Shelf Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing Statement filed and declared effective within 30 days of the Exchange Offer date such Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or such Shelf Registration Statement otherwise becomes available again within 30 days (in so long as the case aggregate number of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.days for

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during is filed with the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne Commission by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-90th day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration DefaultRefinancing Completion Date, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereofii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in is not declared effective by the case of clause (i) of 180th day following the preceding sentence)Refinancing Completion Date, (xiii) the effectiveness of Registered Exchange Offer has not been consummated by the 225th day following the Refinancing Condition Date, (iv) the Shelf Registration Statement has not been declared effective on or prior to the 90th day after the Company’s obligation to file a Shelf Registration Statement arises or (v) after either the Exchange Offer Registration Statement or the Shelf Registration StatementStatement has been declared effective, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities such Registration Statement thereafter ceases to be effective or usable (other than during any Deferral Period or as set forth below) in connection with resales of notes of New Securities in accordance with and during the Private Exchange periods specified in this Agreement (each such event referred to in clauses (i) through (v), a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and the New Securities) properly tendered from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured or are no longer continuing. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and at a rate of 0.50% per annum thereafter (it being understood and agreed that notwithstanding any provision to the contrary above, (A) if there are multiple Registration Defaults, there will be no duplication of Additional Interest, and the maximum Additional Interest shall be 0.50% per annum, (B) so long as any Securities or New Securities are not withdrawn Registrable Securities, no Additional Interest shall accrue on such Securities or New Securities, and (C) a Holder of Registrable Securities who is not entitled to the benefits of a Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement). A Registration Default referred to in the Exchange Offer cause (v) above will be deemed not to have occurred and be continuing in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer relation to a Shelf Registration Statement or the Shelf related prospectus if such Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest Default has occurred solely as a result of the filing of a post-effective amendment to such Shelf Registration Default described in Statement and for such clause shall cease time as is reasonably necessary to accrue (but any accrued amount shall incorporate annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to be payable) declared effective to permit Holders of the Securities to use the related prospectus and the interest rate on the Securities shall revert Company is using its commercially reasonable efforts to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on have such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datepost-effective amendment declared effective.

Additional Interest. If (ia) the Issuer Company fails to file an Exchange Offer any of the Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) Statements required by this Agreement on or before the date specified herein for such filing, (iib) the Exchange Offer Registration Statement or the Shelf Registration Statement is Statement, as applicable, has not been declared effective by the SEC or has not otherwise become effective under the 1933 Act on or prior to the date deadlines for effectiveness specified herein for such effectiveness in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Target Date”), (iiic) the Exchange Offer is required to be consummated hereunder and the Issuer Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the consummate a Registered Exchange Offer within 45 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, Statement or (ivd) the Shelf Registration Statement or the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder Statement, as applicable, is declared or becomes effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, Transfer Restricted Securities during the periods specified herein in this Agreement (each such event referred to in clauses (ia) through (ivd) above, a “Registration Default”), then the interest rate borne by Company shall be required to pay to the Registrable Holders of the applicable Securities (other than that is, the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the such Registration Default exists shall applies, which may be increased all the Securities or a particular series of the Securities) an additional amount (the “Additional Interest”), with respect ) on such Securities equal to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum of the principal amount of such Securities, such interest rate increasing by an additional 0.25 which amount will increase to 0.50% per annum at to the beginning extent that such Additional Interest continues to accrue under any circumstance for more than 90 days. Following the cure of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedDefaults, up to a maximum rate the accrual of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuingwill cease. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Transfer Restricted 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. Any Additional Interest on the applicable Securities is the sole and exclusive remedy available to Holders due to a Registration Default. Any amounts of Additional Interest will be payable in cash on the same original interest payment dates as the applicable series of Securities.

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) the Issuer fails to file an Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with respect to the Registrable Securities (other than the Private Exchange Securities) Commission on or before the date specified herein for such filingShelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective by within 60 days of the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Shelf Filing Date”), (iii) the Exchange Offer is required not consummated on or prior to be consummated hereunder and 180 days after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementIssue Date, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be is filed and declared effective hereunder is declared effective within 60 days after the Shelf Filing Date but shall thereafter ceases cease to be effective or usable in connection with (at any time that the Exchange Offer or resales of Securities, as Company and the case may be, during Guarantors are obligated to maintain the periods specified herein effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the Company and the Guarantors will be jointly and severally obligated to pay additional interest rate borne by to each Holder of Transfer Restricted Securities, during the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (of one or portion thereof) while a Registration Default is continuing immediately following the occurrence of more such Registration DefaultDefaults, in an amount equal to $ 0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period Holder until (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (wi) the filing of applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement or is declared effective and the Exchange Offer is consummated, (iii) the Shelf Registration StatementStatement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be. Following the cure of all Registration Defaults, required hereunder (in the case accrual of clause additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security or Private Exchange Security until the earliest to occur of: (i) of the preceding sentence)date on which such Security has been exchanged for a freely transferable Exchange Security in the Exchange Offer, (xii) the effectiveness date on which such Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs 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 respect of which Additional Interest is this Section 3(a), neither the Company nor the Guarantors shall be required to be paid (an “Event Date”). 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 pay additional 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 record a Holder of Transfer Restricted Securities entitled if such Holder failed to receive comply with its obligations to make the interest payment to be paid on such date as representations set forth in the Indenture. Each obligation second to pay Additional Interest shall last paragraph of Section 1 or failed to provide the information required to be deemed provided by it, if any, pursuant to accrue from and including the day following the applicable Event DateSection 4(n).

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 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) the Issuer fails to file an Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with respect to the Registrable Securities (other than the Private Exchange Securities) Commission on or before the date specified herein for such filingShelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective by within 60 days of the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Shelf Filing Date”), (iii) the Exchange Offer is required not consummated on or prior to be consummated hereunder and 180 days after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementIssue Date, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be is filed and declared effective hereunder is declared effective within 60 days after the Shelf Filing Date but shall thereafter ceases cease to be effective or usable in connection with (at any time that the Exchange Offer or resales of Securities, as Company is obligated to maintain the case may be, during the periods specified herein effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv) above), a “Registration Default”"REGISTRATION DEFAULT"), then the Company will be obligated to pay additional interest rate borne by to each Holder of Transfer Restricted Securities, during the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (of one or portion thereof) while a Registration Default is continuing immediately following the occurrence of more such Registration DefaultDefaults, in an amount equal to $0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period Holder until (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (wi) the filing of applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement or is declared effective and the Exchange Offer is consummated, (iii) the Shelf Registration StatementStatement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be. Upon the cure of all Registration Defaults, required hereunder (in the case accrual of clause additional interest will cease. As used herein, the term "TRANSFER RESTRICTED SECURITIES" means each Security or Private Exchange Security until the earliest to occur of: (i) of the preceding sentence)date on which such Security has been exchanged for a freely transferable Exchange Security in the Exchange Offer, (xii) the effectiveness date on which such Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs 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 respect of which Additional Interest is this Section 3(a), the Company shall not be required to be paid (an “Event Date”). 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 pay additional 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 record a Holder of Transfer Restricted Securities entitled if such Holder failed to receive comply with its obligations to make the interest payment to be paid on such date as representations set forth in the Indenture. Each obligation second to pay Additional Interest shall last paragraph of Section 1 or failed to provide the information required to be deemed provided by it, if any, pursuant to accrue from and including the day following the applicable Event DateSection 4(n).

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of Securities, as the case may be, during the periods specified herein filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest rate borne in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which such Holder for each week or portion thereof that the Registration Default exists shall be increased (the “Additional Interest”), with respect to continues for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such . The amount of additional interest rate increasing shall increase by an additional 0.25 % $.05 per annum at the beginning week per $1,000 in principal amount of Transfer Restricted Securities with respect to 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 rate amount of Additional Interest additional interest of 1.00% $.25 per annumweek per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) upon the filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the Trustee, Holders entitled thereto in trust, the manner provided for the benefit payment of interest in 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 Subordinated Indenture on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date as more fully set forth in the IndentureSubordinated Indenture and the Notes. Each obligation 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 additional interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on applicable Filing Deadline or before the date specified herein for such filingShelf Filing Deadline, as applicable, (ii) the Exchange Offer any of such Registration Statement or the Shelf Registration Statement Statements is not declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (Exchange Offer Effectiveness Deadline or the “Shelf Registration Statement Effectiveness Target Date”)Deadline, as applicable, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein for its intended purpose (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the 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 a per annum rate borne of $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which such Holder for each week or portion thereof that the Registration Default exists shall be increased (the “Additional Interest”), with respect to continues for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such . The amount of the additional interest rate increasing shall increase by an additional 0.25 % $0.05 per annum at the beginning week per $1,000 principal amount of Transfer Restricted Securities with respect to 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 rate amount of Additional Interest additional interest for all Registration Defaults of 1.00% $0.50 per annumweek per $1,000 principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 Interest Payment Date (as defined in the record Holder of Securities entitled to receive the interest payment to be paid on such date Indenture), as more fully set forth in the IndentureIndenture and the Notes. Each obligation Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Additional Interest additional interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. (a) If (i) the Issuer fails to file an Exchange Offer Registration Statement 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 declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the a replacement Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases pursuant to be effective or usable in connection with the Exchange Offer or resales of SecuritiesSection 2(i), as the case may be, is not filed with the Commission on or prior to the Filing Deadline, (ii) the replacement Shelf Registration Statement filed pursuant to Section 2(i) is not declared effective on or prior to 120 days after the Filing Deadline, or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement able to be used for the offer and sale of the Transfer Restricted Securities on or prior to 120 days after the Filing Deadline, (iii) the Registered Exchange Offer is not consummated within 120 days after the Filing Deadline, (iv) the Company is required to file a Shelf Registration Statement in accordance with Section 2, but the Company does not so file the Shelf Registration Statement or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Automatic Shelf Registration Statement so designated on or prior to the 30th day after the Company’s obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective or so designated 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 being succeeded within 30 days by an additional Registration Statement filed and declared effective or immediately effective, provided that such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the periods specified herein aggregate, 90 days during any 365-day period (each such event referred to in clauses (i) through (iv) abovevi), a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts Company shall be payable under this Section 2(e)) as obligated to which the Registration Default exists shall be increased pay additional interest (the “Additional Interest”)) to each Holder of Transfer Restricted Securities, with respect to 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 first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such a Registration Default, by 0.25% per annum, and such interest rate increasing will increase by an additional 0.25 0.25% per annum at the beginning of with respect to each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a provided that the maximum additional rate of Additional Interest of 1.00may in no event exceed 0.50% per annum. Upon Such obligation to pay Additional Interest shall survive until (wi) the filing of applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement or is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (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), as the case may be. Following the cure of all Registration Defaults, required hereunder (in the case accrual of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datewill cease.

Additional Interest. If (ia) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or prior to the Shelf applicable Filing Deadline, (b) any such Registration Statement with respect has not been declared effective by the Commission on or prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Effectiveness Deadline, (iic) the Exchange Offer Registration Statement or the Shelf Registration Statement is has not declared effective by the SEC been Consummated on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, Consummation Deadline or (ivd) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein for its intended purpose without being succeeded immediately by an additional Registration Statement which becomes effective (each such event referred to in clauses (ia) through (iv) aboved), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest rate borne in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to such Holder for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such . The amount of the additional interest rate increasing shall increase by an additional 0.25 % $.05 per annum at the beginning week per $1,000 in principal amount of Transfer Restricted Securities with respect to 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 rate amount of Additional Interest additional interest of 1.00% $.50 per annumweek per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (wi) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ia) of the preceding sentence)above, (xii) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (iib) above, (iii) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iiic) of the preceding sentence) above, or (ziv) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, as the case may be, required hereunder which had ceased to be effective (in the case of clause (ivd) of above, the preceding sentence), Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (a), (b), (c) or (d), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the IndentureIndenture and the Notes and the Exchange Notes. Each obligation Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Additional Interest additional interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled to ------------------- the benefits of a Registration Rights Agreement, dated as of August 28, 2001, among the Company, Sub Co-Issuer and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. If (i) the Issuer fails to file an Exchange Offer Registration Statement 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 under the Shelf Registration Statement Agreement is not declared effective by filed with the SEC Commission on or prior to 90 days after the closing date specified herein for such effectiveness (of the “Effectiveness Target Date”)Acquisition, (iiiii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in is not declared effective within 180 days after the case closing date of clause (ithe Acquisition or 180 days after delivery of the notice and opinion of counsel pursuant to Section 2(b)(iii) of the preceding sentence), Registration Agreement or (xiii) the effectiveness of the Exchange Offer Registration Statement is not consummated on or prior to 210 days after the closing date of the Acquisition, the annual interest rate borne by this Security will be increased by 1.0% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required by the Registration Agreement, is declared effective by the Commission or the Securities become freely tradeable under the Securities Act. Notwithstanding the foregoing, Holders who exchange Securities for freely tradeable Securities will not be entitled to additional interest, as the case may be, required hereunder (set forth more fully in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Registration Agreement. Certain Holders who could have exchanged Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer (for freely transferable Securities but did not do so may not be entitled to additional interest, as set forth more fully in the case Registration Agreement. Following the cure of clause all Registration Defaults, the annual interest rate borne by the Securities shall return to the rate before the Registration Default. For purposes of the foregoing, "Transfer Restricted Securities" means (i) each Initial Security until the date on which such Initial Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Initial Security until the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement or (iii) of each Initial Security until the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest such Initial Security is required to be paid (an “Event Date”). 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 distributed to the record Holder of public pursuant to Rule 144 under the Securities entitled Act or is saleable pursuant to receive Rule 144(k) under the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateSecurities Act.

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 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) the Issuer fails to file an Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with respect to the Registrable Securities (other than the Private Exchange Securities) Commission on or before the date specified herein for such filingShelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective by within 150 days of the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Shelf Filing Date”), (iii) the Registered Exchange Offer is required not consummated on or prior to be consummated hereunder and 180 days after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementIssue Date, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be is filed and declared effective hereunder is declared effective within 150 days after the Shelf Filing Date but shall thereafter ceases cease to be effective or usable in connection with (at any time that the Exchange Offer or resales of Securities, as Company is obligated to maintain the case may be, during the periods specified herein effectiveness thereof) without being succeeded within 60 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the Company will be obligated to pay additional cash interest rate borne to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to such Holder during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Defaultregistration default, by 0.25% per annum, such interest rate increasing by an additional 0.25 0.25% per annum at the beginning of during 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 rate of Additional Interest of 1.000.75% per annum. Upon , until (wi) the filing of applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)is declared effective, (xiii) the effectiveness of the Registered Exchange Offer Registration Statement is consummated, or (iv) the Shelf Registration StatementStatement again becomes effective, as the case may be. Following the cure of all Registration Defaults, required hereunder the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means (i) each Security until the date on which such Security has been exchanged for a freely transferable Exchange Security in the case of clause Registered Exchange Offer, (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities (other than the each Security or Private Exchange Securities) properly tendered Security until the date on which it has been effectively registered under the Securities Act and not withdrawn disposed of in accordance with the Exchange Offer (in the case of clause Shelf Registration Statement or (iii) of each Security or Private Exchange Security until the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs it 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 respect of which Additional Interest is this Section 3(a), the Company shall not be required to be paid (an “Event Date”). 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 pay additional 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 record a Holder of Transfer Restricted Securities entitled if such Holder failed to receive comply with its obligations to make the interest payment to be paid on such date as representations set forth in the Indenture. Each obligation second to pay Additional Interest shall last paragraph of Section 1 or failed to provide the information required to be deemed provided by it, if any, pursuant to accrue from and including the day following the applicable Event DateSection 4(n).

Additional Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission (or become effective automatically) on or prior to the date specified herein for such effectiveness (Effectiveness Deadline or the “Shelf Effectiveness Target Date”)Deadline, as applicable, (iii) the Exchange Offer is required has not been Consummated on or prior to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date Consummation Deadline with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective (or becomes automatically effective) but shall thereafter ceases cease to be effective or fails to be usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein for its intended purpose (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby additional interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”)) in an amount equal to 0.25% per annum per principal amount of Transfer Restricted Securities outstanding, with respect to thereof that the Registration Default continues for 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 Interest shall increase by an additional 0.25% per annumannum per principal amount of Transfer Restricted Securities outstanding, such interest rate increasing by an additional 0.25 % per annum at the beginning of with respect to 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 rate amount of Additional Interest of 1.00% per annumannum per principal amount of Transfer Restricted Securities outstanding; provided that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii), or (iv), as applicable, shall cease to accrue (but any automatically cease. All accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the TrusteeCompany 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 trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the Indenture, the Initial Securities and the Exchange Securities. Each obligation Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the 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 be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If In the event that (i) the Issuer fails to file an Exchange Offer applicable Registration Statement or is not filed with the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) SEC on or before prior to the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf applicable Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness after such obligation arises (the “"Effectiveness Target Date”"), (iii) if the Exchange Offer is required to be consummated hereunder and hereunder, the Issuer Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in consummate the Exchange Offer within 45 days 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, Statement or (iv) the Exchange Offer applicable Registration Statement or the Shelf Registration Statement required to be is filed and declared effective hereunder during the period effectiveness is declared effective required by Section 2(e) and 3(a) but shall thereafter ceases cease to be effective or usable in connection with without being succeeded immediately by an additional Registration Statement covering the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein Transfer Restricted Notes that has been filed and declared effective (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the interest rate borne by on the Registrable Securities (other than the Private Exchange Securities Transfer Restricted Notes as to which no additional amounts shall be payable under this Section 2(e)) as to which the such Registration Default exists shall be increased relates will increase (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, by 0.25Default in an amount equal to 0.50% per annum, such interest annum of the principal amount of the Notes. The rate increasing of additional Interest will increase by an additional 0.25 0.50% per annum at of the beginning 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 rate amount of 2.00% 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 rate borne by the Notes will be increased by 0.25% per annum of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, 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% per annumof the principal amount of the Notes. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration StatementStatement once again becoming usable, as the case may be, required hereunder (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 case actual number of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or days elapsed in each 90-day period in which the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuingunusable. The Issuer Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). 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) 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 record Holder of Securities Notes entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. The Holder of this Security is entitled to the benefits of an [Exchange and Registration Rights Agreement, dated as of November 25, 2003, among the Company, each of Pinnacle Foods Corporation, PF Sales, LLC, PF Distribution, LLC, Pinnacle Foods Brands Corporation, PF Standards Corporation, Pinnacle Foods Management Corporation and PF Sales (N. Central Region) Corp. (collectively, the "Note Guarantors") and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. If (i) the Issuer fails to file an Exchange Offer Shelf Registration Statement 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 declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) as applicable under the Exchange Offer Registration Statement or the Shelf Registration Statement required to be Agreement, is not filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer Commission on or resales of Securitiesprior to 270 days after the Issue Date, as the case may be, during the periods specified herein (each such event referred to in clauses (iii) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder is not declared effective within 330 days after the Issue Date, (iii) the Registered Exchange Offer is not consummated on or prior to 360 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 360 days after the Issue Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 60 days by an additional Registration Statement filed and declared effective (each such event referred to in the case of clause clauses (i) through (iv), a "Registration Default"), the Company shall pay additional interest to each Holder of Transfer-Restricted Securities during the period of such Registration Default in an amount equal to 1% per annum of the preceding sentence), (x) the effectiveness principal amount of the Securities constituting Transfer-Restricted Securities held by such Holder until the applicable Registration Statement is filed or declared effective, the Registered Exchange Offer Registration Statement is consummated or the Shelf Registration StatementStatement again becomes effective, as the case may be, ; provided that that the Company shall not be required hereunder (to pay additional interest for more than one Registration Default at any given time. All accrued additional interest shall be paid to Holders in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, same manner as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate payments on the Securities on semiannual payment dates that correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall revert cease. The Trustee shall have no responsibility with respect to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit determination 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.amount of

Additional Interest. If The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated March 3, 2003, among the Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect the Commission on or prior to the Registrable Securities (other than the Private Exchange Securities) on or before 90th day following the date specified herein for such filingof the original issuance of the Securities, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 180th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the date of the original issuance of the Securities, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective by the SEC or prior to the date specified herein for effective, such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable (subject to certain exceptions) in connection with the Exchange Offer or resales of Securities, as the case may be, during Securities at any time that the periods specified herein Company is obligated to maintain the effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (iv) above, above being referred to herein as a “"Registration Default”"), then interest (the "Additional Interest") shall accrue (in addition to stated interest rate borne by on the Registrable Securities (other than Securities) from and including the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to date on which the first such Registration Default exists shall be increased (occur to but excluding the “Additional Interest”)date on which all Registration Defaults have been cured, with respect at a rate per annum equal to 0.50% of the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following principal amount of the occurrence of Securities; provided, however, that such Registration Default, rate per annum shall increase by 0.25% per annum, annum from and including the 91st day after the first such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, up to a maximum rate of however, that in no event shall the Additional Interest accrue at a rate in excess of 1.001.50% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 will be payable on in cash semi-annually in arrears each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the IndentureMarch 1 and September 1. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.84

Additional Interest. (a) If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Initial Shelf Registration Statement is not filed with respect to the Registrable Securities (other than the Private Exchange Securities) SEC on or before the date specified herein for such filingShelf Filing Date, (ii) the Exchange Offer Registration Statement or the Initial Shelf Registration Statement is not declared effective by on or before the SEC or prior to the date specified herein for such effectiveness (the “Shelf Registration Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder Company and the Issuer fails Guarantor have failed to issue Exchange Securities perform their obligations set forth in exchange for all Securities properly tendered and not withdrawn in Section 1(d) hereof within the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementtime period required therein, or (iv) the Exchange Offer Initial Shelf Registration Statement is filed and declared effective on or before the Shelf Registration Effective Date but (x) the Initial Shelf Registration Statement shall thereafter cease to be effective (at any time that the Company and the Guarantor are obligated to maintain the effectiveness thereof) and no Subsequent Shelf Registration Statement is effective at such time or (y) use of the Shelf Registration Statement or the Shelf Registration Statement required related prospectus shall be suspended for one or more periods longer than permitted pursuant to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein Section 2(d) hereof (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the Company and the Guarantor will be jointly and severally obligated to pay additional cash interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate borne equal to 0.25% per annum of (A) in the case of outstanding Notes that are Transfer Restricted Securities, the principal amount of such Notes held by the Registrable Securities Holder or (other than B) in the Private Exchange Securities case of outstanding Underlying Common Shares that are Transfer Restricted Securities, an amount equal to the product of the prevailing Conversion Price (as defined in the Indenture) applicable to which no additional amounts shall be payable under this Section 2(e)) the Notes and the number of such Underlying Common Shares held by the Holder, as to which the Registration Default exists shall be increased (the “Additional Interest”)applicable, with respect to during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 0.25% per annum at the beginning of during 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 rate of Additional Interest of 1.000.50% per annum. Upon (w) the filing of the Exchange Offer , until each Registration Statement or the Shelf Registration StatementDefault has been cured; provided that, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer a Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (Default referred to in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) above, such additional interest shall be paid only to Holders that have delivered a Notice and Questionnaire that caused the Company and the Guarantor to incur the obligations set forth in Section 1(d) hereof the non-performance of which is the preceding sentencebasis of such Registration Default; provided further that any additional interest accrued with respect to any Note called for redemption or converted into Underlying Common Shares prior to the payment of such additional interest shall be paid instead to the Holder who submitted such Note for redemption or conversion. Additional interest shall not be payable under, or in respect of, more than one of clauses (i) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause through (iv) at any given time. Following the cure of all Registration Defaults, the preceding sentence), Additional Interest as a result accrual of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datewill cease.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales for its intended purpose without being succeeded within 2 days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of Securities, as the case may be, during the periods specified herein filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the -------------------- Authority hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby ad- ditional interest rate borne 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 Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which 90-day period or portion thereof that the Registration Default exists shall be increased (the “Additional Interest”), with respect to continues for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such . The amount of the additional interest rate increasing shall increase by an additional 0.25 % per annum at the beginning of 25 basis points with respect to 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 rate amount of Additional Interest additional interest of 1.001% per annumannum of the principal amount of Transfer Restricted Securities; provided that the Authority shall in no event be required to pay additional interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before Indenture and the applicable semiannual interest payment dateInitial Notes, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the IndentureIndenture and the Initial Notes. Each obligation Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Authority to pay Additional Interest additional interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement 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 declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iiia) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect Consummated on or prior to the Exchange Offer Registration StatementDeadline, or (iv) the Exchange Offer Registration Statement or the and a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed and by the terms of this Agreement is not filed on or prior to the Shelf Filing Deadline or (b) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared or does not otherwise become effective hereunder or is declared or otherwise becomes effective but thereafter ceases fails to be remain effective or usable becomes unusable in connection with the Exchange Offer resales for more than 60 calendar days (whether or resales of Securities, as the case may be, during the periods specified herein not consecutive) in any twelve month period (each such event referred to in clauses (ia) through and (ivb) above, a “Registration Default”), then the Issuer hereby agrees that the interest rate borne by the Registrable Transfer Restricted Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (by 0.25% per annum during 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 any Registration Default, by 0.25% per annum, such interest rate increasing Default and shall increase by an additional 0.25 0.25% per annum at the beginning end of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod, up to a maximum but in no event shall the aggregate increase in such interest rate of Additional Interest of exceed 1.00% per annum. Upon annum (w“Additional Interest”) for the filing period of occurrence of the Registration Default until the earlier of the Consummation of the Exchange Offer and such time as no Registration Statement or the Shelf Registration StatementDefault is in effect, as applicable. Following the case may becure of all Registration Defaults, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall will cease to accrue (but any accrued amount shall be payable) and the interest rate on the relevant Transfer Restricted Securities shall will revert to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if no other after the date such Additional Interest ceases to accrue, a different Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which occurs, Additional Interest is required will again commence accruing pursuant to be paid (an “Event Date”)the foregoing provisions. Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit All obligations of the Holders of Securities (other than Private Exchange Securities) on or before Issuer and 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as Guarantors set forth in the Indenturepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Each obligation Notwithstanding anything to pay the contrary herein, the Additional Interest shall be deemed described in this Section 5 is the sole and exclusive remedy available to accrue from the Holders due to a Registration Default, so long as the Issuer and including the day following the applicable Event DateGuarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. If (ia) the Issuer Company fails to file an Exchange Offer Registration Statement or any of the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) registration statements required by this Agreement on or before the date specified herein for such filing, (iib) the Exchange Offer Registration Statement or the Shelf Registration Statement is Statement, as applicable, has not been declared effective by the SEC on or prior to the date deadlines for effectiveness specified herein for such effectiveness in Section 2.1 and Section 2.2 of this Agreement (the “"Effectiveness Target Date”"), (iiic) the Exchange Offer is required to be consummated hereunder and the Issuer Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in consummate the Exchange Offer within 45 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, Statement or (ivd) the Shelf Registration Statement or the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder Statement, as applicable, is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, Transfer Restricted Securities during the periods specified herein in this Agreement (each such event referred to in clauses (ia) through (ivd) above, a “"Registration Default”"), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “"Additional Interest”)") by one-quarter of one percent per annum, with respect to the first which rate will increase by one quarter of one percent each 90-day period (or portion thereof) while a Registration Default is continuing immediately following that such Additional Interest continues to accrue under any such circumstance, provided that the occurrence maximum aggregate increase in the interest rate will in no event exceed one half of such Registration Default, by 0.25% one percent per annum, such interest rate increasing by an additional 0.25 % per annum at . Following the beginning cure 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 rate the accrual of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall will cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall will revert to the original rate if no other Registration Default has occurred and is continuingrate. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Transfer Restricted 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (i) the Issuer fails Exchange Offer is not Consummated on or prior to the Exchange Offer Consummation Deadline; (ii) the Company and the Guarantors fail to file an Exchange Offer Registration Statement or the any Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) required by this Agreement on or before the date specified herein for Shelf Filing Deadline; (iii) any such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness Shelf Effectiveness Deadline; (iv) the “Effectiveness Target Date”), (iii) Company and the Guarantors fail to Consummate the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in by the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, Notes Issue Deadline; or (ivv) the Shelf Registration Statement or the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, Entitled Securities during the periods specified herein in this Agreement (each such event referred to in clauses (i) through (ivv) above, a “Registration Default”), then the Company and the Guarantors will pay additional interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with in the amounts described in the paragraph below, to each holder of Entitled Securities until all Registration Defaults have been cured. With respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such the first Registration Default, by Additional Interest will be paid in an amount equal to 0.25% per annum, such interest rate increasing annum of the principal amount of Entitled Securities outstanding. The amount of the Additional Interest will increase by an additional 0.25 0.25% per annum at the beginning of with respect to 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 rate amount of Additional Interest for all Registration Defaults of 1.001.0% per annumannum of the principal amount of the Entitled Securities outstanding. Upon Notwithstanding anything to the contrary set forth herein, (w1) the filing upon Consummation of the Exchange Offer Registration Statement or the Shelf Registration StatementOffer, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)or (iv) above, (x2) the effectiveness filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) above, (3) upon the effectiveness of the preceding sentence)Shelf Registration Statement, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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 (ivv) of above, the preceding sentence), Additional Interest payable with respect to the Entitled Securities as a result of the Registration Default described in such clause (i), (ii), (iii), (iv) or (v), as applicable, shall cease to accrue (but any accrued amount shall be payable) and cease. Following the interest rate on cure of all Registration Defaults, the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect accrual of which Additional Interest is required to be paid (an “Event Date”)will cease. All accrued Additional Interest shall be paid by depositing with the TrusteeCompany 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 trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Each obligation Notwithstanding the fact that any securities for which Additional Interest are due cease to be Entitled Securities, all obligations of the Company and the Guarantors to pay Additional Interest with respect to securities that accrued prior to the time that such securities ceased to be Entitled Securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its 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) the Issuer fails to file an Registered Exchange Offer Registration Statement is not completed or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) Statement, if required hereby, is not declared effective on or before prior to 210 days after the date specified herein for such filing, Issue Date or (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective within 210 days after the Issue Date but shall thereafter ceases cease to be effective or usable in connection with (at any time that the Exchange Offer or resales of Securities, as Company is obligated to maintain the case may be, during the periods specified herein effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through and (iv) aboveii), a “"Registration Default”"), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities Company will be obligated to pay, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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 liquidated damages for such Registration Default, by additional cash interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to 0.25% per annum, annum of the principal amount of Transfer Restricted Securities held by such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period Holder until (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (wi) the filing of the Registered Exchange Offer Registration Statement is consummated or (ii) the Shelf Registration StatementStatement is declared effective or again becomes effective, as the case may be. Following the cure of all Registration Defaults, required hereunder (in the case accrual of clause additional interest will cease. As used herein, the term "Transfer Restricted Securities" means (i) of each Security until the preceding sentence)date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (xii) each Security until the effectiveness date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of each Security until the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs it 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 respect of which Additional Interest is this Section 3(a), the Company shall not be required to be paid (an “Event Date”). 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 pay additional 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 record a Holder of Transfer Restricted Securities entitled if such Holder failed to receive comply with its obligations to make the interest payment to be paid on such date as representations set forth in the Indenture. Each obligation second to pay Additional Interest shall last paragraph of Section 1 or failed to provide the information required to be deemed provided by it, if any, pursuant to accrue from and including the day following the applicable Event DateSection 4(n).

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if (i) on or prior to the Issuer fails to file an Exchange Offer Registration Statement or 90th day following the Issue Date, a Shelf Registration Statement has not been filed with respect to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingCommission, (ii) on or prior to the Exchange Offer Registration Statement or 210th day following the Issue Date, such initial Shelf Registration Statement is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”)Commission, (iii) after the Exchange Offer is required effectiveness date of any Shelf Registration Statement, (x) such Shelf Registration Statement ceases to be consummated hereunder effective or usable for the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Issuer Company fails to issue Exchange Securities file (and have declared effective), within five Business 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 exchange for all Securities properly tendered and any 90 calendar day period, or more than 120 calendar days, whether or not withdrawn in the Exchange Offer within 45 days of consecutive, during any 360 calendar day period during the Effectiveness Target Date with respect to the Exchange Offer Registration StatementPeriod, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required Company shall have failed to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection timely comply with the Exchange Offer or resales any of 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 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 rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as its obligations set forth in Section 3(a)(ii) hereof (each, a "Registration Default"), the Indenture. Each obligation Company shall be required to pay additional interest ("Additional Interest shall be deemed to accrue Interest"), from and including the day following such Registration Default to but excluding the applicable Event Dateday on which such Registration Default is cured, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the Applicable Amount to and including the 90th day following such Registration Default, and one-half of one percent (0.50%) thereof from and after the 91st day following such Registration Default. In the event any Registrable Securities that are Securities are converted into Common Stock during the continuance of a Registration Default, the Company will deliver to each Holder converting Securities during the continuance of a Registration Default 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion ("Additional Shares") and no Additional Interest shall be payable on such converted Securities.

Additional Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated as of June 29, 2001 by and among the Issuers and the initial purchasers of the Notes. Capitalized terms used in this paragraph 2 but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect the Commission on or prior to the Registrable Securities (other than the Private Exchange Securities) on or before 180th day following the date specified herein for such filingof the original issuance of the Notes, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 300/th/ day following the date of the original issuance of the Notes, (iii) the Registered Exchange Offer has not been consummated on or prior to the 360/th/ day following the date of the original issuance of the Notes, (iv) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 180/th/ day following the date when the Issuers first become obligated to file such Shelf Registration Statement, (v) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 300/th/ day following the date when the Issuers first become obligated to file such Shelf Registration Statement, or (vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective by the SEC or prior to the date specified herein for effective, such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer exchanges or resales of Securitiesresales, as the case may be, during of the periods specified herein Notes at any time that the Issuers are obligated to maintain the effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (ivvi) above, above being referred to herein as a “"Registration Default”"), then interest ("Additional Interest") shall accrue (in addition to stated interest on the interest rate borne by Notes) from and including the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to date on which the first such Registration Default exists shall be increased (occur to but excluding the “Additional Interest”)date on which all Registration Defaults have been cured, with respect at a rate per annum equal to 0.25% of the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following principal amount of the occurrence of Notes; provided, however, that such Registration Default, rate per annum shall increase by an additional 0.25% per annum, annum from and including the 91/st/ day after the first such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing (and each successive 91/st/ day thereafter) unless and until all Registration Defaults have been cured; provided further, up to a maximum rate of however, that in no event shall the Additional Interest accrue at a rate in excess of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), The Additional Interest as a result of the Registration Default described will be payable in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after cash semiannually in arrears each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 . Whenever in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth this Note or in the Indenture. Each obligation Indenture a reference is made to pay Additional Interest interest on the Notes, such reference shall be deemed to accrue from and including also be a reference to Additional Interest, if any, due on the day following the applicable Event DateNotes.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of 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 interest rate borne by the Registrable Securities (other than the Private Exchange Securities Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default 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, by 0.25% per annum, such interest rate increasing by an additional 0.25 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 rate of Additional Interest of 1.00% per annum. Upon (w1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x2) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) ), or (z4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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, if issued) on or before the applicable semiannual 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 record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated as of March 17, 2014 by and among the Issuers and the initial purchasers of the Notes. Capitalized terms used in this paragraph 2 but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect the Commission on or prior to the Registrable Securities (other than the Private Exchange Securities) on or before 210th day following the date specified herein for such filingof the original issuance of the Notes, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 330th day following the date of the original issuance of the Notes, (iii) the Registered Exchange Offer has not been consummated on or prior to the 360th day following the date of the original issuance of the Notes, (iv) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 210th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, (v) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 330th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, or (vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective by the SEC or prior to the date specified herein for effective, such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer exchanges or resales of Securitiesresales, as the case may be, during of the periods specified herein Notes at any time that the Issuers are obligated to maintain the effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (ivvi) above, above being referred to herein as a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect ) shall accrue (in addition to stated interest on the Notes) from and including the date on which the first 90-day period (or portion thereof) while a such Registration Default is continuing immediately following shall occur to but excluding the occurrence date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Notes; provided, however, that such Registration Default, rate per annum shall increase by an additional 0.25% per annum, annum from and including the 91st day after the first such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, up to a maximum rate of however, that in no event shall the Additional Interest accrue at a rate in excess of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), The Additional Interest as a result of will be payable in cash semiannually in arrears each Interest Payment Date. The Trustee is not responsible for ascertaining if any Additional Interest is payable under the Registration Default described in such clause shall cease to accrue (but Rights Agreement. If any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (paid, the Issuers will provide the Trustee with an “Event Date”). Additional Interest shall be paid by depositing with the TrusteeOfficers’ Certificate, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment daterelevant Interest Payment Date, immediately available funds in sums sufficient to pay setting forth the amount of Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth Interest Payment Date. Whenever in this Note or in the Indenture. Each obligation Indenture a reference is made to pay Additional Interest interest on the Notes, such reference shall be deemed to accrue from and including also be a reference to Additional Interest, if any, due on the day following the applicable Event DateNotes.

Additional Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated as of August 30, 2005 by and among the Issuers and the initial purchasers of the Notes. Capitalized terms used in this paragraph 2 but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect the Commission on or prior to the Registrable Securities (other than the Private Exchange Securities) on or before 180th day following the date specified herein for such filingof the original issuance of the Notes, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 300th day following the date of the original issuance of the Notes, (iii) the Registered Exchange Offer has not been consummated on or prior to the 360th day following the date of the original issuance of the Notes, (iv) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 180th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, (v) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 300th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, or (vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective by the SEC or prior to the date specified herein for effective, such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer exchanges or resales of Securitiesresales, as the case may be, during of the periods specified herein Notes at any time that the Issuers are obligated to maintain the effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (ivvi) above, above being referred to herein as a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect ) shall accrue (in addition to stated interest on the Notes) from and including the date on which the first 90-day period (or portion thereof) while a such Registration Default is continuing immediately following shall occur to but excluding the occurrence date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Notes; provided, however, that such Registration Default, rate per annum shall increase by an additional 0.25% per annum, annum from and including the 91st day after the first such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, up to a maximum rate of however, that in no event shall the Additional Interest accrue at a rate in excess of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 will be payable on in cash semiannually in arrears each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth Interest Payment Date. Whenever in this Note or in the Indenture. Each obligation Indenture a reference is made to pay Additional Interest interest on the Notes, such reference shall be deemed to accrue from and including also be a reference to Additional Interest, if any, due on the day following the applicable Event DateNotes.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales for its intended purpose without being succeeded within 2 days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of Securities, as the case may be, during the periods specified herein filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the Authority hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest rate borne 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 Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which 90-day period or portion thereof that the Registration Default exists shall be increased (the “Additional Interest”), with respect to continues for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such . The amount of the additional interest rate increasing shall increase by an additional 0.25 % per annum at the beginning of 25 basis points with respect to 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 rate amount of Additional Interest additional interest of 1.001% per annumannum of the principal amount of Transfer Restricted Securities; provided that the Authority shall in no event be required to pay additional interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, 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) of above, the preceding sentence), Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the additional interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before Senior Subordinated Notes Indenture and the applicable semiannual interest payment dateSenior Subordinated Notes, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the IndentureSenior Subordinated Notes Indenture and the Senior Subordinated Notes. Each obligation Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Authority to pay Additional Interest additional interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.

Additional Interest. If either (i) the Issuer Company fails to file an Exchange Offer with the Commission any Registration Statement or the Shelf Registration Statement with respect required to the Registrable Securities (other than the Private Exchange Securities) be filed by this Agreement on or before prior to the date specified herein (without, for the avoidance of doubt, giving effect to any commercially reasonable efforts qualifier) for such filingfiling in this Agreement, (ii) the Exchange Offer any of such Registration Statement or the Shelf Registration Statement Statements is not declared effective by the SEC Commission on or prior to the date specified herein (without, for the avoidance of doubt, giving effect to any commercially reasonable efforts qualifier) for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Consummate the Exchange Offer within 45 days 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) other than in connection with a Suspension Period, the Shelf Registration Statement or the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer resales or resales exchanges of Securities, as the case may be, Transfer Restricted Notes during the applicable periods specified herein in this Agreement without being succeeded within 10 Business Days of such Registration Statement ceasing to be effective or usable by a post-effective amendment to such Registration Statement that cures such failure or usability and that is itself declared effective within 10 Business Days of such Registration Statement ceasing to be effective or usable (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the Company hereby agrees that the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists Transfer Restricted Notes affected thereby shall be increased (by 0.25% per annum during 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 any Registration Default, by 0.25% per annum, such interest rate increasing Default and shall increase by an additional 0.25 0.25% per annum at the beginning end 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 rate amount of Additional Interest additional interest for all Registration Defaults of 1.001.0% per annumannum (“Additional Interest”). Upon (w) Following the filing cure of all Registration Defaults, or in the Exchange Offer case of a Registration Statement or the Default with respect to a Shelf Registration Statement, as at the case may betime such security ceases to be a Transfer Restricted Note that is not Freely Tradable, required hereunder (the accrual of Additional Interest will cease; provided, however, that, if after any such cessation, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Note at the time such security ceases to be a Transfer Restricted Note, or in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as outstanding at the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) 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 (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased time such security ceases to be effective (a Transfer Restricted Note that is not Freely Tradable, shall survive until such time as all such accrued obligations with respect to such security shall have been satisfied in the case of clause (iv) of the preceding sentence), full. All accrued and unpaid Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall will 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 Company on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth Interest Payment Date in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including same manner as interest on the day following the applicable Event DateNotes.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement 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 has not been declared effective by the Commission (or become automatically effective) on or prior to 180 days after the Issue Date (the “Exchange Offer Effectiveness Target Date”), (ii) in the event the Company and the Note Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or become automatically effective) on or prior to 180 days after the date specified herein for such effectiveness obligation to file a Shelf Registration Statement arises (the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in been Consummated within 30 Business Days after the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or resales of Securities, as the case may be, automatically effective (other than during the periods specified herein a Blackout Period) (each such event referred to in clauses (i) through (iv) above), a “Registration Default”), then the Company and the Note Guarantors hereby agree that the interest rate borne by the Registrable affected series of Transfer Restricted Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (by 0.25% per annum during 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 any Registration Default, Default and shall increase by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning end of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod, up to a maximum rate of Additional Interest of but in no event shall such increase exceed 1.00% per annum. Upon (w) Immediately upon the filing earliest of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance cure of Exchange all Registration Defaults relating to any particular Transfer Restricted Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the Exchange Offer Registration Statement or Company without further registration under the Shelf Registration StatementSecurities Act, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on borne by the relevant Transfer Restricted Securities shall revert will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if no other after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each pending, and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). ii) Additional Interest shall be paid by depositing with the Trustee, in trust, payable for the benefit Registration Defaults related to a failure of the Company and the Note Guarantors to obtain a Shelf Registration Statement by the Shelf Registration Statement Effectiveness Target Date only to those Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient who sought to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date have their notes registered pursuant to the record Holder first paragraph of Securities entitled to receive Section 4(a) hereof. All obligations of the interest payment to be paid on such date as Company and the Note Guarantors set forth in the Indenture. Each obligation first paragraph of this Section 5 that are outstanding with respect to pay Additional Interest any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall be deemed survive until such time as all such obligations with respect to accrue from and including the day following the applicable Event Datesuch security shall have been satisfied in full.

Additional Interest. If (i) the Issuer fails to file an Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filingapplicable Filing Deadline, (ii) the Exchange Offer any such Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and has not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect been Consummated on or prior to the Exchange Offer Registration Statement, Consummation Deadline or (iv) the Exchange Offer Registration Statement or the Shelf subject to Section 6(e) hereof, any Registration Statement required to be by this Agreement is filed and declared effective hereunder is declared effective but shall thereafter ceases cease to be effective or fail to be usable in connection with the Exchange Offer or resales for its intended purpose without being succeeded within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within five business days of Securities, as the case may be, during the periods specified herein filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv) above), a “"Registration Default”"), then the interest rate borne Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby Additional Interest in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to such Holder for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing . The amount of the Additional Interest shall increase by an additional 0.25 % $0.05 per annum at the beginning week per $1,000 in principal amount of Transfer Restricted Securities with respect to 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 rate amount of Additional Interest of 1.00% $0.50 per annumweek per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Upon Notwithstanding anything to the contrary set forth herein, (w1) the upon filing of the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) of the preceding sentence)above, (x2) upon the effectiveness of the Exchange Offer Registration Statement or (an/or, if applicable the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) above, (3) upon Consummation of the preceding sentence)Exchange Offer, (y) 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 (in the case of clause (iii) of the preceding sentence) above, or (z4) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of above, the preceding sentence), Additional Interest payable with respect to the Transfer Restricted Securities as a result of the Registration Default described in such clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue (but any cease. All accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with to the TrusteeHolders entitled thereto, in trust, the manner provided for the benefit payment of interest in the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment dateIndenture, 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 record Holder of Securities entitled to receive the interest payment to be paid on such date Interest Payment Date, as more fully set forth in the IndentureIndenture and the Notes. Each obligation Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Additional Interest with respect to securities shall be deemed survive until such time as such obligations with respect to accrue from and including the day following the applicable Event Datesuch securities shall have been satisfied in full.