Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Registered Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 2 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), then the Company hereby agrees that the interest rate borne by the to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (the "Additional Interest"). Additional Interest shall be increased by 0.25% per annum during accrue, with respect to the first 90-day period (or portion thereof) immediately following the occurrence of any the first Registration Default and Default, at a rate of 0.25% per annum of the aggregate principal amount of the Transfer Restricted Notes on the date of such Registration Default, payable in cash semiannually in arrears on each Interest Payment Date, commencing on the date of such Registration Default. The rate of the Additional Interest shall increase by an additional 0.25% per annum at the end beginning of each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, but in no event shall such increases exceed up to a maximum rate of Additional Interest for all Registration Defaults of 1.00% per annum. Following Notwithstanding anything to the cure contrary set forth herein, (1) upon filing of all the Exchange Offer Registration Defaults relating Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Registered Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any particular securities for which Additional Interest is due cease to be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay Additional Interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that ), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued additional interest shall be paid to the cure Holders entitled thereto in the manner provided for the payment of all Registration Defaults relating interest in the Indenture on each Interest Payment Date as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which additional interest is due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if: (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement ([60th] day following the “Effectiveness Target Issue Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no a Shelf Registration Statement has not been filed with the Commission; or (ii) on or no prior to the [180th] day following the Issue Date, such initial Shelf Registration Statement has been is not declared effective by the Commission Commission; (or automatically become effective under iii) after the Securities Act in the case effectiveness date of a any Shelf Registration Statement, (x) within 30 Business Days after the Effectiveness Target Date or (iv) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose the offer and sale of Registrable Securities (after other than due to a Suspension Period), and the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of Company fails to file (and have declared effective), within five Business Days) without being succeeded immediately by , a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed [45] or [60] calendar days, as applicable, whether or not consecutive, in any [90] calendar day period, or more than [120] calendar days, whether or not consecutive, during any 360 calendar day period during the Effectiveness Period; or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself immediately declared effective not solely due to the failure of a Holder of Registrable Securities to perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default to but excluding the day 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 90-day period immediately continuance of a Registration Default, the Company will deliver to each Holder converting Securities during the continuance of a Registration Default [___]% of the number of shares of Common Stock the Holder would have otherwise received upon conversion (“Additional Shares”) and no Additional Interest shall be payable on such converted Securities. (b) In the case of a Registration Default described in Sections 7(a)(i)–(iii) above, Additional Interest, if any, shall be payable only to Notice Holders and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid in cash semiannually in arrears, with the first semiannual payment due on the first interest payment date following the occurrence date on which such Additional Interest begins to accrue, to the Notice Holders in whose name the Securities or Common Stock issued upon conversion of any Registration Default and shall increase by 0.25% per annum the Securities are registered at the end close of each subsequent 90-day periodbusiness on [Month] __ or [Month] __, but whether or not a Business Day, immediately preceding the relevant interest payment date. (d) Except as provided in Section 9(a) hereof, the Additional Interest or Additional Shares as set forth in this Section 7 shall be the exclusive cash (or asset, as the case may be) remedy available to the Holders of Registrable Securities for such Registration Default. In no event shall such increases exceed 1.00% per annum. Following the cure Company be required to pay Additional Interest in excess of all the applicable maximum amount of [one-half of one percent (0.50%)] set forth above, regardless of whether one or multiple Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullexist.

Additional Interest. If (a) The parties hereto acknowledge and agree that the holders of Notes will suffer material damages if the Company and the Subsidiary Guarantors fail to fulfill their obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Subsidiary Guarantors hereby jointly and severally agree to pay additional cash interest ("Additional Interest") on Transfer Restricted Securities if (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission SEC on or prior to the date specified for such filing in this AgreementFiling Deadline or Shelf Filing Deadline, as applicable, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) SEC on or prior to the date specified for such effectiveness in this Agreement (applicable Effectiveness Deadline or the “Shelf Effectiveness Target Date”)Deadline, as applicable, (iii) the Registered Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within 5 days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately promptly declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest "). Additional Interest shall accrue and be payable on the outstanding principal amount of Transfer Restricted Securities may not accrue under more than one from the date of such Registration Default at any one time), the Company hereby agrees that the interest a rate borne by the Transfer Restricted Securities shall be increased by of 0.25% per annum during for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of 1.0% per annum; provided, that the Company and the Subsidiary Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, in the case of (ii) above, (3) upon Consummation of the Registered Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement or the Shelf Registration Statement to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annum. Following cease to accrue upon the cure of all such Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults. (b) All accrued Additional Interest shall be paid in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the interest rate borne by Indenture and the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisionsNotes. All of the obligations of the Company and the Subsidiary Guarantors set forth in the preceding paragraph that are outstanding to pay Additional Interest hereunder with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security shall have been discharged and satisfied in full, notwithstanding the fact that any such securities shall at any time cease to be Transfer Restricted Securities hereunder.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is are not filed with the Commission on or prior to the date specified for such filing in this AgreementSections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements has have not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement Sections 3(a) and 4(a), as applicable, (the “Effectiveness Target Date”each, an "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 30 business days, or longer, if required by federal securities laws, after the Effectiveness Target Date with respect to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Offer Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation in connection with resales of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "BLACKOUT PERIOD") (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"REGISTRATION DEFAULT"), the Company hereby agrees that and the Subsidiary Guarantors, jointly and severally, agree to pay additional interest rate borne by the ("ADDITIONAL INTEREST") to each Holder of Transfer Restricted Securities shall be increased adversely affected by 0.25% such Registration Default, in an amount equal to $.05 per annum during week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and the Subsidiary Guarantors in no event shall such increases exceed 1.00% per annumthe same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. (b) A Registration Default referred to in Section 5(a)(iv) shall be reduced deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Transfer Restricted SecuritiesRegistration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 30 days, a different Registration Default occurs, shall be deemed to have occurred on the interest rate borne by 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the relevant Transfer Restricted Securities shall again be increased above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company and the Subsidiary Guarantors set forth in the preceding paragraph this section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within two Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event (but in each case excluding any such event with respect to the Exchange Offer or the Exchange Offer registration statement in each case from and after the time that the Company becomes obligated to file the shelf registration statement) referred to in clauses (i) through (iv)) above, a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), Cinemark and the Company Guarantors hereby agrees that agree to pay, jointly and severally, additional cash interest (“Additional Interest”) to each Holder of Applicable Securities. Such Additional Interest, with respect to the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any each such Registration Default and Default, shall equal an increase in the annual interest rate on the Notes by 0.5%. The amount of Additional Interest will increase by 0.25an additional 0.5% per annum at the end of with respect to each subsequent 90-day periodperiod relating to each such Registration Default until all Registration Defaults have been cured, but in no event shall such increases exceed 1.00up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum. The Securities will not accrue Additional Interest from and after the second anniversary of the Closing Date even if Cinemark is not in compliance with its obligations under this Agreement. Cinemark shall notify the Trustee within one Business Day after (i) each and every Registration Default and (ii) the date the Registration Default has been so cured. Cinemark and the Guarantors shall, jointly and severally, pay all accrued Additional Interest to Holders in New York, New York by wire transfer of immediately available funds or by federal funds check in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Applicable Securities, the interest rate borne by the relevant Transfer Restricted accrual of Additional Interest with respect to such Applicable Securities will cease. The parties agree that the obligation to pay Additional Interest will be reduced the sole remedy of Holders with respect to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, damages arising from a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisionsDefault. All obligations of the Company Cinemark and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Applicable Security at the time such security ceases to be a Transfer Restricted an Applicable Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) applicable periods specified herein without being succeeded immediately in 30 days by a post-effective amendment to such the Registration Statement or an additional Registration Statement that cures such failure and that is itself immediately causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that ), then the Company agrees to pay to each Holder affected thereby additional interest on the in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities may not accrue under more than one held by such Holder for each week or portion thereof that the Registration Default at any one time), continues for the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), or (iv), as applicable, shall cease. All accrued additional interest shall be paid by the Company (or the Company will cause the Paying Agent to make such increases exceed 1.00% per annumpayment on its behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Following Notwithstanding the cure of all Registration Defaults relating fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any securities that accrued prior to the time that such securities ceased to be Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within ten business days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), then the Company hereby agrees that the interest rate borne by the to pay to each Holder of Transfer Restricted Securities shall be increased affected thereby (subject to Section 4(b)) additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by 0.25% per annum during such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the liquidated damages shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued additional interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which additional interest is due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated by on or before the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Offer Consummation Deadline or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately succeeded, if necessary, as soon as practicable by a supplement or post-effective amendment to such Registration Statement that cures such failure and that is itself immediately promptly declared effective (except during limited periods as a result of the exercise by the Company of its right to suspend use of the Shelf Registration Statement and the related Prospectus pursuant to Section 4 hereof) (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), then the Company hereby agrees that to pay to each Holder of Registrable Notes, as liquidated damages for such Registration Default, additional interest ("Additional Interest"), in addition to the interest Base Interest, which Additional Interest shall accrue at a rate borne by the Transfer Restricted Securities shall be increased by of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25a rate of 0.50% per annum thereafter for any remaining time at the end of each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of period until all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securitieshave been cured; provided, however, that, that in no event the rate of Additional Interest will exceed 0.50% per year; provided further that if after any all such reduction in interest rateRegistration Defaults have been cured, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities Registrable Notes shall again be increased pursuant to the foregoing provisions. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to the Registrable Notes as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security Registrable Note at the time such security ceases to be a Transfer Restricted Security Registrable Note shall survive until such time as all such obligations with respect to such security Registrable Note shall have been satisfied in full.

Additional Interest. If (a) The Obligors and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Obligors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") ( or "Assessed Damage Amounts" to the extent the Company elects to make payments under section 4(c) herein) under the circumstances and to the extent set forth below: (i) any of if neither the Exchange Registration Statements Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; (iii) if an Initial Shelf Registration required by this Agreement is Section 2(c) (2) has not been filed with the Commission on or prior to the date specified for such filing in this Agreement, 45 days after delivery of the Shelf Notice; (iiiv) any of such if an Initial Shelf Registration Statements required by Section 2(c) (2) has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified 125 days after the delivery of the Shelf Notice; and/or (v) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 180 days after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Ex change Offer is consummated as to all Notes validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period. (1) upon the filing of the Ex change Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in this Agreement the case of (ii) above), (3) upon the “Effectiveness Target Date”filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration (in the case of (v) (A) above), or upon the subsequent effectiveness of the Exchange Registration Statement which had ceased to remain effective or the effectiveness of a Shelf Registration (in the case of (v) (B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v) (C) above), Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the Exchange Offer has not been Consummated relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will revert to the interest rate originally borne by the Exchange Date Notes. (b) The Obligors shall notify the Holders within one business day after each and no Shelf every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a) (i) , (a) (ii) , (a) (iii) , (a) (iv) or (a) (v) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Statement has been filed or no Shelf Registration Statement has been declared effective Default is cured, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the Commission Accreted Value (in the case of any such determination on or automatically become effective under prior to August 1, 2002) or the Securities Act principal amount at maturity (in the case of any such determination after August 1, 2002) of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a Shelf Registration Statement) within 30 Business Days after partial month, the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation actual number of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivdays elapsed), a “Registration Default”and the denominator of which is 360. (c) Notwithstanding paragraph (provided that b) above, the additional Obligors are not required to pay Additional Interest prior to the time cash interest is payable on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesNotes; provided, however, thatthat should the Obligors elect to defer payment of the Additional Interest (such amount, if after and any such reduction in interest rate, a different Registration Default occurspayable with respect thereto, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant "Assessed Damage Amount") subsequent to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to Additional Interest would otherwise be a Transfer Restricted Security shall survive payable under paragraph (b) above, the Assessed Damage Amount will bear interest at the same rate as the Notes until such time as all such obligations with respect to such security shall have been satisfied in fullof payment.

Additional Interest. If The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay as liquidated damages, if (i1) any of the Registration Statements required by this Agreement Exchange Offer with respect to the Initial Securities is not filed with the Commission Consummated on or prior to the date specified for such filing 365th calendar day following the Closing Date or, in this Agreement, the case of any Shelf Registration Statement required by clause (i) or (ii) any of such Section 4(a), a Shelf Registration Statements Statement with respect to a series of Securities has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Shelf Effectiveness Target Date”), (iii2) the Exchange Offer has not been Consummated by the Exchange Date and no a Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the with respect to a series of Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail fails to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared effective (other than because of the sale of all Securities registered thereunder or as a result of a notice given in accordance with Section 6(d) below for a period not to exceed the Shelf Suspension Period permitted by Section 6(d) below), or (3) in the case of any Shelf Registration Statement required by clause (iii) of Section 4(a), notwithstanding clause (1) of this Section 5, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the applicable Shelf Effectiveness Date (each such event referred to in clauses (i1), (2) through and (iv)3) above, a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that additional interest (“Additional Interest”) shall accrue on the interest rate borne by principal amount of the Initial Securities that are still Transfer Restricted Securities shall be increased by at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall (which rate will increase by an additional 0.25% per annum at the end of for each subsequent 90-day period, but period that such Registration Default continues; provided that the rate at which such Additional Interest accrues shall in no event shall such increases exceed 1.001.0% per annum) commencing on (x) the 366th day following the Closing Date or, in the case of any Shelf Registration Statement required by clause (i) or (ii) of Section 4(a), the date following the applicable Shelf Effectiveness Date, in the case of clause (1) above, (y) the date such Shelf Registration Statement ceases to be effective, in the case of clause (2) above, or (z) the date following the applicable Shelf Effectiveness Date, in the case of clause (3) above. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to any particular Transfer Restricted Securities, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. Any amounts of Additional Interest due pursuant to this Section 5 will be payable in cash semiannually on the Interest Payment Dates applicable to the Holders of record specified in the Indenture, commencing with the first such date occurring after any Additional Interest commences to accrue. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full; provided, however that it is understood that no additional obligations pursuant to the preceding paragraph will be incurred by the Company and the Guarantors with respect to any security after the time such security ceases to be a Transfer Restricted Security. Anything herein to the contrary notwithstanding, no Holder who (x) was eligible to exchange such Holder’s outstanding Transfer Restricted Securities at the time that the Exchange Offer was pending and Consummated and (y) failed to validly tender such securities for exchange pursuant to the Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Exchange Offer is Consummated pursuant to this Section 5.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness of the Shelf Registration Statement pursuant to Section 2(a) hereof, if: (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement ninetieth (the “Effectiveness Target Date”), (iii90th) day following the Exchange Offer has not been Consummated by the Exchange Date and no Date, such initial Shelf Registration Statement has been to provide for the offer and sale of the Registrable Securities by the Holders is not filed with the Commission, or (ii) on or no prior to the one-hundred eightieth (180th) day following the Exchange Date, such initial Shelf Registration Statement has been is not declared effective by the Commission Commission, or (or automatically become effective under iii) after the Securities Act in the case effectiveness date of a any Shelf Registration Statement, (A) within 30 Business Days after the Effectiveness Target Date or (iv) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose the offer and sale of Registrable Securities (after other than due to a Suspension Period), and the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of Company fails to file (and have declared effective), within five (5) Business Days) without being succeeded immediately by , a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (B) the Suspension Periods exceed sixty (60) calendar days, whether or not consecutive, in any 12-month calendar period, or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself immediately declared effective not solely due to the failure of a Holder of Registrable Securities to perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv), ) a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at a rate per annum during equal to an additional one-half of one percent per annum (0.50%) of the 90Applicable Amount for each 30-day period immediately following the occurrence date of any a Registration Default and Default. The Company shall increase by 0.25% per annum at notify the end of each subsequent 90-day periodTrustee as promptly as possible, but in no event shall such increases exceed 1.00% per annum. Following the cure of all Registration Defaults relating to later than three (3) Business Days after each and any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, date on which a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations The requirement of the Company to pay Additional Interest ceases on the day such Registration Default is cured. (b) In the case of a Registration Default described in Sections 7(a)(i)-(iii) above, Additional Interest, if any, shall be payable only to Notice Holders of the Securities and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders of the Securities to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid by wire transfer of immediately available funds or by federal funds check on the first interest payment date in respect of the Registrable Securities following the date on which such Additional Interest begins to accrue. (d) Except as provided in Section 7(a) and 10(a) hereof, the Guarantors Additional Interest as set forth in this Section 7 shall be the preceding paragraph that are outstanding exclusive cash remedy available to the Holders of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of the applicable maximum amount of four and one-half percent (4.5%) per annum as set forth above, or twelve percent (12%) per annum when combined 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 fullstated interest on the Securities, regardless of whether one or multiple Registration Defaults exist.

Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances set forth below (each of which shall be given independent effect): (i) any of if the Exchange Registration Statements required by this Agreement is Statement or the Initial Shelf Registration has not been filed with the Commission on or prior to the date specified for such filing in this Agreement, Filing Date; (ii) any of such if the Exchange Registration Statements Statement or the Initial Shelf Registration has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), ; and/or (iii) if either (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated by on or prior to 60 days after the Exchange Date and no Registration Statement was declared effective or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a and such Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose (after at any time during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective Effectiveness Period; (each such event referred to in clauses (i) through (iv), iii) above is a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate borne on the Notes will increase by the Transfer Restricted Securities shall be increased by 0.25.50% per annum during the 90-day period immediately following upon the occurrence of any a Registration Default Default; and shall the per annum interest rate will increase by 0.25an additional .25% per annum at the end of for each subsequent 90-day periodperiod during which the Registration Default remains uncured, but in no event shall such increases exceed 1.00up to a maximum additional interest rate of 2% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, thatthat (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), if after any (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above) or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such reduction in interest rateclause (i), a different Registration Default occurs(ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will revert to the interest rate originally borne by the relevant Transfer Restricted Securities shall again Notes. (b) Notwithstanding the foregoing, no Additional Interest will be increased pursuant payable with respect to a Registration Default described in clause (a)(iii)(C) above, if pending a material corporate transaction, the foregoing provisions. All obligations Company issues a notice that the registration is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the number of days in any consecutive twelve month period for which all such notices have been issued or required to be issued has not exceeded 30 in the aggregate. (c) The Company and the Guarantors set forth shall notify the Trustee within one business day after each and every date on which an event occurs in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 to the Holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a Transfer Restricted Security shall survive until fraction, the numerator of which is the number of days such time as all Additional Interest rate was applicable during such obligations with respect to such security shall have been satisfied in fullperiod (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this AgreementSections 3(a), 4(a) and 4(c), as applicable, (ii) any of such required Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement Sections 3(a), 4(a) and 4(c), as applicable, (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days business days after the Effectiveness Target Date Date, or longer if required by applicable Federal and state securities laws, with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation in connection with resales of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that and the Guarantors jointly and severally agree to pay additional interest rate borne by the ("Additional Interest") to each Holder of Transfer Restricted Securities shall be increased adversely affected by 0.25% per annum during such Registration Default with respect to the first 90-day period immediately following the occurrence of any such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default and continues. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and the Guarantors by wire transfer of immediately available funds or by Federal funds check on each Damages Payment Date, as provided in no event shall such increases exceed 1.00% per annumthe Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. (b) A Registration Default referred to in Section 5(a)(iv) shall be reduced deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Transfer Restricted SecuritiesRegistration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 30 days, a different Registration Default occurs, shall be deemed to have occurred on the interest rate borne by 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the relevant Transfer Restricted Securities shall again be increased above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; provided, further, however, that in no event shall the total of all Blackout Periods exceed 60 days in the aggregate of any 12 month period. All payment obligations of the Company and the Guarantors set forth in the preceding paragraph this Section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security Security shall have been satisfied in full.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to before the date specified herein for such filing in this Agreementfiling, (iib) any of such the Exchange Offer Registration Statements Statement or the Shelf Registration Statement, as applicable, has not been declared effective by the Commission (SEC or automatically has not otherwise become effective under the Securities 1933 Act in the case of a Shelf Registration Statement) on or prior to the date deadlines for effectiveness specified for such effectiveness in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Target Date”), (iiic) the Company fails to consummate the Registered Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after days of the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease with respect to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Daysor (d) without being succeeded immediately by a post-effective amendment to such the Shelf Registration Statement that cures such failure and that or the Exchange Offer Registration Statement, as applicable, is itself immediately declared or becomes effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iv)d) above, a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% required to pay to the Holders of the Securities an additional amount (“Additional Interest”) on such Securities equal to one-quarter of one percent per annum during of the principal amount of such Securities, which amount will increase by one quarter of one percent per annum each 90-day period immediately following that such Additional Interest continues to accrue under any such circumstance, provided that the occurrence maximum aggregate amount of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but Additional Interest payable hereunder will in no event shall such increases exceed 1.00% one half of one percent per annum. Following the cure of all Registration Defaults relating Defaults, the accrual of Additional Interest will cease. ACTIVE 226080753v.4 The Company 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 any particular be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of 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 rate borne by the relevant Transfer Restricted Securities will payment to be reduced to the original interest rate borne by paid on such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Transfer Restricted Security at pay Additional Interest shall be deemed to accrue from and including the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullday following the applicable Event Date.

Additional Interest. If (a) The Company and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below: (i) any of if neither the Exchange Registration Statements Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; (iii) if an Initial Shelf Registration required by this Agreement is Section 2(c)(2) has not been filed with the Commission on or prior to the date specified for such filing in this Agreement, required by Section 3(a); (iiiv) any of such if an Initial Shelf Registration Statements required by Section 2(c)(2) has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified required by Section 3(a); and/or (v) if (A) the Company has not exchanged the Exchange Notes for such effectiveness all Notes validly tendered in this Agreement accordance with the terms of the Exchange Offer on or prior to 60 days after the Exchange Registration Statement was declared effective or (the “Effectiveness Target Date”), (iiiB) the Exchange Offer has not been Consummated by Registration Statement ceases to be effective at any time prior to the time that the Exchange Date and no Offer is consummated or (C) if applicable, the Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a and such Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose (after at any time during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective Effectiveness Period; (each such event referred to in clauses (i) through (iv), v) above is a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate borne on the Notes will increase by the Transfer Restricted Securities shall be increased by 0.25.50% per annum during the first 90-day period immediately following the occurrence of any a Registration Default and shall until it is waived or cured; and the per annum interest rate will increase by 0.25an additional .25% per annum at the end of for each subsequent 90-day periodperiod during which the Registration Default remains uncured, but in no event shall such increases exceed 1.00up to a maximum additional interest rate of 2.0% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a different result of a Registration Default occurspursuant to clause (iii) or (iv), provided, further, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered (in the case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will revert to the interest rate originally borne by the relevant Transfer Restricted Securities shall again Notes. (b) Notwithstanding the foregoing, no Additional Interest will be increased pursuant payable with respect to a Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the foregoing provisions. All obligations Company issues a notice that the registration statement, or the prospectus contained therein, is unusable, 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 all such notices have been issued or required to be issued has not exceeded 30 days in the aggregate. (c) The Company and the Guarantors set forth shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each March 15 and September 15 (to the Holders of record on the March 1 and September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at case of a partial month, 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 fullactual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days 60 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that to pay, as liquidated damages for such Registration Default, subject to the provisions of Section 12(a), special interest rate borne by the (“Additional Interest”). Additional Interest shall be paid to each Holder of Transfer Restricted Securities shall be increased by 0.25% per annum during with respect to the first 90-day period immediately following the occurrence of any such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default and continues. The amount of the Additional Interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of period until all Registration Defaults relating have been cured, up to any particular a maximum amount of Additional Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities, . All accrued Additional Interest shall be paid to the interest rate borne by the relevant holder(s) of Global Note(s) representing Transfer Restricted Securities will be reduced by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the original interest rate borne accounts specified by them or by mailing checks to their registered addresses if no such Transfer Restricted Securities; providedaccounts have been specified on each Damages Payment Date, howeveras provided in the Indenture. Notwithstanding anything to the contrary set forth herein, that(1) upon filing of the Exchange Offer Registration Statement (and/or, if after any such reduction in interest rate, a different Registration Default occursapplicable, the interest rate borne by Shelf Registration Statement), in the relevant case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or the Prospectus to be made usable in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall again be increased pursuant to the foregoing provisionscease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days 210 days after the Effectiveness Target Issue Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business DaysA) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures ceases to be effective, prior to expiration of the applicable time periods described in this Agreement, if so required or (B) such failure and that is itself immediately declared effective Registration Statement ceases to be useable in connection with the resales of Transfer Restricted Securities prior to expiration of the applicable time periods described in this Agreement, if so required, (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"REGISTRATION DEFAULT"), then the Company hereby agrees to pay Additional Interest to each Holder of New Notes that the interest rate borne by the are Transfer Restricted Securities shall be increased by 0.25% per annum during with respect to the first 90-day period immediately following the occurrence of any such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of such Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default and continues. The amount of the Additional Interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of such Transfer Restricted Securities with respect to each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of period until all Registration Defaults relating have been cured, up to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by a maximum amount of Additional Interest of $0.25 per week per $1,000 principal amount of such Transfer Restricted Securities; provided. Notwithstanding anything to the contrary set forth herein, however, that(1) upon filing of the Exchange Offer Registration Statement (and/or, if after any such reduction in interest rate, a different Registration Default occursapplicable, the interest rate borne by Shelf Registration Statement), in the relevant case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to the New Notes that are Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall again cease. (b) A Registration Default referred to in Section 5(a) above shall be increased deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (A) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (B) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (B), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; PROVIDED, HOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 5(a) shall be payable in cash on the foregoing provisionsInterest Payment Dates. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below: (i) any of if neither the Exchange Registration Statements Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; (iii) if an Initial Shelf Registration required by this Agreement is Section 2(c)(2) has not been filed with the Commission on or prior to the date specified for such filing in this Agreement, required by Section 3(a); (iiiv) any of such if an Initial Shelf Registration Statements required by Section 2(c)(2) has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified required by Section 3(a); and/or (v) if (A) the Company has not exchanged the Exchange Notes for such effectiveness all Notes validly tendered in this Agreement accordance with the terms of the Exchange Offer on or prior to 60 days after the Exchange Registration Statement was declared effective or (the “Effectiveness Target Date”), (iiiB) the Exchange Offer has not been Consummated by Registration Statement ceases to be effective at any time prior to the time that the Exchange Date and no Offer is consummated or (C) if applicable, the Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a and such Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose (after at any time during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective Effectiveness Period; (each such event referred to in clauses (i) through (iv), v) above is a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate borne on the Notes will increase by the Transfer Restricted Securities shall be increased by 0.25.50% per annum during the first 90-day period immediately following the occurrence of any a Registration Default and shall until it is waived or cured; and the per annum interest rate will increase by 0.25an additional .25% per annum at the end of for each subsequent 90-day periodperiod during which the Registration Default remains uncured, but in no event shall such increases exceed 1.00up to a maximum additional interest rate of 2.0% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a different result of a Registration Default occurspursuant to clause (iii) or (iv), provided, further, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered (in the case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will revert to the interest rate originally borne by the relevant Transfer Restricted Securities shall again Notes. (b) Notwithstanding the foregoing, no Additional Interest will be increased pursuant payable with respect to a Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the foregoing provisions. All obligations Company issues a notice that the registration statement, or the prospectus contained therein, is unusable, 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 all such notices have been issued or required to be issued has not exceeded 30 days in the aggregate. (c) The Company and the Guarantors set forth shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (to the Holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, 15 -13- by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at case of a partial month, 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 fullactual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) subject to Section 6(e) hereof, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within five business days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), then the Company hereby agrees that the interest rate borne by the to pay to each Holder of Transfer Restricted Securities shall be increased 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 0.25% per annum during such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the Additional Interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (an/or, if applicable the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued Additional Interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay Additional Interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated by within 40 days after the Exchange Date and no Shelf Offer Registration Statement has been filed or no Shelf Registration Statement has been is declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company and the Guarantors hereby agrees that the agree to pay additional interest rate borne by the Transfer Restricted to each Holder of outstanding Securities shall be increased by 0.25% per annum (“Additional Interest”) during the period of one or more Registration Defaults, with respect to the first 90-day period immediately following the occurrence of any the first Registration Default and shall increase by in an amount equal to 0.25% per annum at the end of (which amount will be increased by an additional 0.25% per annum for each subsequent 90-day period, but period that any Additional Interest continue to accrue; provided that the amounts at which Additional Interest accrue may in no event shall such increases exceed 1.001.0% per annum) in respect of the Transfer Restricted Securities held by such Holder until the applicable Registration Statement is filed, the Exchange Offer Registration Statement is declared effective and the Exchange Offer is Consummated or the Shelf Registration Statement is declared effective or again becomes effective, as the case may be. All accrued Additional Interest will be paid by the Company and the Guarantors on each Interest Payment Date to Holders of global Securities by wire transfer of immediately available funds or by federal funds check and to holders of certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, the interest rate borne by the relevant Transfer Restricted Securities accrual of Additional Interest will be reduced to the original interest rate borne by such Transfer Restricted Securitiescease; provided, however, that, if after any such reduction in interest ratethe cessation of the accrual of Additional Interest, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities Additional Interest shall again be increased accrue pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full.

Additional Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Consummation Deadline with respect to the Exchange Date and no Offer Registration Statement, (ii) the Shelf Registration Statement has been filed or no Shelf Registration Statement has not been declared effective by the Commission (on or automatically become effective under prior to the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Deadline, as applicable or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a “Registration Default”) (provided that ), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby additional interest in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities may not accrue under more than one held by such Holder while the Registration Default at any one time), continues for the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and shall increase Default, with such rate increasing by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest for all Registration Defaults of 1.0% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, if applicable, in the case of clause (iii) above, (4) upon Consummation of the Exchange Offer, in the case of clause (iv) above, or (5) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (v) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv) or (v), as applicable, shall cease. All accrued additional interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such increases exceed 1.00% per annumpayment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on the next scheduled Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Following All accrued additional interest shall be computed in the cure manner provided for the computation of all Registration Defaults relating interest in the Indenture. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any securities that accrued prior to the time that such securities ceased to be Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”"EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days business days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective; provided, that, with respect to a Shelf Registration Statement that the Company is required to keep effective pursuant to Section 4 hereof, the Company may suspend such Shelf Registration Statement without such suspension giving rise to a Registration Default (as defined below) if the Company determines, in its reasonable judgment, that the continued effectiveness of the Shelf Registration Statement and the Prospectus included therein would (x) require the disclosure of material information which the Company has a bona fide reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company, so long as (A) the Company does not suspend the Shelf Registration Statement more than twice in any consecutive twelve-month period, (B) no such suspension exceeds 60 days and (C) such suspensions do not exceed 90 days in the aggregate in any consecutive twelve-month period (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"REGISTRATION DEFAULT"), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed 1.001.0% per annumannum for all Registration Defaults; provided, that the Company shall in no event be required to pay Additional Interest with respect to more than one Registration Default at any given time. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All Additional Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Note shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company or the Note Guarantors fail to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) any of the applicable Registration Statements required by this Agreement Statement is not filed with the Commission on or prior to the date specified herein for such filing in this Agreementfiling, (ii) any of such the applicable Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified herein for such effectiveness in this Agreement (the “Effectiveness Target Date”)after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Exchange Date Company and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under Note Guarantors within the Securities Act time period set forth in the case of a Shelf Registration StatementSection 2(a) within 30 Business Days after the Effectiveness Target Date or hereof, (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease prior to be effective or fail to be usable for its intended purpose (after the consummation end of the Exchange Offer in Registration Period or the case Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to such the Registration Statement that cures such failure under Section 8(d) or 8(e) of the Act, or (v) the Company and that is itself immediately declared effective the Note Guarantors shall have initiated a suspension period pursuant to Section 2(d) or 3(d) (each such event referred to in clauses (i) through (ivv), a “"Registration Default”) (provided that the "), then additional interest on with respect to the Transfer Restricted Securities may not Notes ("Additional Interest") will accrue under more than one Registration Default at any one time), with respect to the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25in an amount equal to 0.5% per annum at the end per $1,000 principal amount of such Notes and will increase by an additional 0.5% per annum per $1,000 principal amount of such Notes for each subsequent 90-day periodperiod until such Registration Default has been cured, but in no event shall such increases exceed 1.00up to an aggregate maximum amount of Additional Interest of 1.0% per annumannum per $1,000 principal amount of Notes for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities accrual of all Additional Interest will be reduced cease. Notwithstanding anything to the original interest rate borne by such Transfer Restricted Securities; providedcontrary in this Section 4(a), however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Note Guarantors shall not be required to pay Additional Interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the representations set forth in the preceding paragraph second sentence of Section 2(b). (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Company and the Note Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Note Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and include the date of the applicable Registration Default to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Company's and the Note Guarantors' obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Security Note at the time such security Note ceases to be a Transfer Restricted Security covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security shall Note have been satisfied in fullfull (notwithstanding termination of this Agreement).

Additional Interest. If (ia) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (iib) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iiic) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed on or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within prior to 30 Business Days after of the Effectiveness Target Date Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Period or Shelf Period, as applicable, without being succeeded immediately by a post-effective amendment to such or an additional Registration Statement that cures such failure and that is itself immediately causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable (each such event referred to in clauses (ia) through (ivd), a “Registration Default”) (provided that ), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease on the date of such increases exceed 1.00% per annumcure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. Following All accrued additional interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full. A Holder of Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement.

Additional Interest. If (i) any of the Exchange Offer Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementthat is 270 days following the Closing Date, (ii) any of such the Shelf Registration Statements Statement has not been filed with the Commission on or prior to the Shelf Filing Deadline, (iii) the Exchange Offer Registration Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement that is 330 days following the Closing Date (the “Effectiveness Target Date”), (iiiiv) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified in clause (y) of Section 4(a) hereof, (v) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by date that is 360 days following the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Closing Date or (ivvi) 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 (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivvi), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Additional interest (ithe "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (a) through (d) below being herein called a "Registration Statements Default"): (a) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, applicable Filing Deadline; (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (ivb) any Registration Statement required by this Agreement is filed and not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (c) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or (d) any Registration Statement required by this Agreement has been declared effective by the Commission but shall (i) such Registration Statement thereafter cease ceases to be effective or fail (ii) such Registration Statement or the related prospectus ceases to be usable for its intended purpose (after the consummation in connection with resales of the Exchange Offer Securities, except, in the case of a Shelf Registration Statement, where such failure to be usable is determined to be the Exchange Offer direct result of information provided by Holders of securities to be sold pursuant to any Shelf Registration Statement supplied to the Company under Section 5(o) for inclusion in such Shelf Registration Statement being or becoming misleading, and, except to the extent that the Company is permitted pursuant to Section 3(c) hereof to suspend the effectiveness of a period in excess Shelf Registration Statement and the Company within 30 days of five Business Days) without being succeeded immediately by such suspension of such Shelf registration Statement files a post-post effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared effective (each and such Shelf Registration Statement and related prospectus are then usable in connection with resales of Exchange Securities. Each of the foregoing will constitute a Registration Default whatever the reason for any such event referred and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to in clauses (i) through (iv), operation of law or as a “Registration Default”) (provided that result of any action or inaction by the additional interest Commission. Additional Interest shall accrue on the Transfer Restricted Securities may not accrue under more than one over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at any one time), the Company hereby agrees that the interest a rate borne by the Transfer Restricted Securities shall be increased by of 0.25% per annum during (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The Additional Interest Rate shall increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increases exceed 1.00up to a maximum Additional Interest Rate of 1.0% per annum. Following Notwithstanding anything to the cure contrary set forth herein, (1) upon filing of all any Registration Defaults relating Statement, in the case of (a) above, (2) upon the effectiveness of any Registration Statement, in the case of (b) above, (3) upon consummation of the Registered Exchange Offer, in the case of (c) above, or (4) upon the filing of a post-effective amendment to any particular Transfer Restricted SecuritiesRegistration Statement or an additional Registration Statement that causes any Registration Statement to again be declared effective or made usable in the case of (iv) above, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding Additional Interest payable with respect to any Transfer Restricted Security at the time Securities as a result of such security ceases to be a Transfer Restricted Security clause (a), (b), (c) or (d), as applicable, shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullcease.

Additional Interest. If (ia) any The Company acknowledges and agrees that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional cash interest on the Securities ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (1) if, neither the Exchange Registration Statements required by this Agreement Statement nor the Shelf Registration Statement is not filed with the Commission SEC on or prior to the date specified for such filing in this Agreement, Filing Date; (ii2) if the Company does not use its reasonable best efforts to cause any of such Exchange Registration Statements has not been Statement or the Shelf Registration Statement filed by it to be declared effective by the Commission SEC by 180 days after the Issue Date; (or automatically become effective under 3) if, neither the Securities Act in the case of Exchange Registration Statement nor a Shelf Registration Statement) Statement is declared effective by the SEC on or prior to the date specified for such effectiveness in this Agreement September 30, 2004; (the “Effectiveness Target Date”)4) if applicable, (iii) if the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no declared effective and the Company does not use its reasonable best efforts to keep the Exchange Registration Statement effective until the completion of the Exchange Offer contemplated thereby; or (5) if applicable, if the Shelf Registration Statement has been declared effective by and the Commission (or automatically become Company does not use its reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act Act, subject to the Company's right to impose commercially reasonable trading blackouts until such time as there are no longer any Registrable Securities covered thereby, then, in each case, Additional Interest shall accrue on the principal amount at maturity thereof at a rate of 0.25% per annum following such Registration Default and shall accrue to and including the date on which such Registration Default is cured; provided that (A) upon the filing of the Exchange Registration Statement or a Shelf Registration Statement (in the case of clause (1) above), (B) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration Statement (in the case of clauses (2) and (3) above), or (C) upon the effectiveness of the Exchange Registration Statement or Shelf Registration Statement, as applicable, which had ceased to remain effective (in the case of clauses (4) and (5) above), Additional Interest on the Securities as a result of such clause shall cease to accrue. (b) The Company shall notify the Trustee within 3 Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash, on the same original interest payment dates as ordinary interest on the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a Shelf Registration Statement) within 30 Business Days after partial month, the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation actual number of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivdays elapsed), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fulldenominator of which is 360.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within 2 days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that "), then the additional interest on the -------------------- Authority hereby agrees to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), affected thereby ad- ditional interest in an amount equal to 25 basis points per 90-day period of the Company hereby agrees that the interest rate borne by the principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% per annum at the end of an additional 25 basis points with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of 1% per annum 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. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued additional interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture and the Initial Notes, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which additional interest is due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding Authority to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (ia) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (iib) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iiic) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Period or Shelf Period, as applicable, without being succeeded immediately by a post-effective amendment to such or an additional Registration Statement that cures such failure and that is itself immediately causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable (each such event referred to in clauses (ia) through (ivd), a “Registration Default”) (provided that ), then the additional interest on Issuers and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $ 1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.20 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon Filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease on the date of such increases exceed 1.00% per annumcure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. Following All accrued additional interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full. A Holder of Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement.

Additional Interest. If (i) the Exchange Offer is not Consummated on or prior to the Exchange Offer Consummation Deadline; (ii) the Company and the Guarantors fail to file any of the Shelf Registration Statements Statement required by this Agreement on or before the Shelf Filing Deadline; (iii) any such Shelf Registration Statement is not filed with declared effective by the Commission on or prior to the date specified for such filing in this Agreement, Shelf Effectiveness Deadline; (iiiv) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under Company and the Securities Act in the case of a Shelf Registration Statement) on or prior Guarantors fail to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) Consummate the Exchange Offer has not been Consummated by the Exchange Date and no Notes Issue Deadline; or (v) the Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective but thereafter ceases to be effective or usable in connection with resales of Entitled Securities during the periods specified in this Agreement (each such event referred to in clauses (i) through (iv)v) above, a “Registration Default”) (provided that ), then the Company and the Guarantors will pay additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time(“Additional Interest”), in the Company hereby agrees that amounts described in the interest rate borne by paragraph below, to each holder of Entitled Securities until all Registration Defaults have been cured. With respect to the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any the first Registration Default and shall increase by Default, Additional Interest will be paid in an amount equal to 0.25% per annum at of the end principal amount of Entitled Securities outstanding. The amount of the Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increases exceed 1.00up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annumannum of the principal amount of the Entitled Securities outstanding. Notwithstanding anything to the contrary set forth herein, (1) upon Consummation of the Exchange Offer, in the case of clause (i) or (iv) above, (2) the filing of the Shelf Registration Statement, in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (v) above, the Additional Interest payable with respect to the Entitled Securities as a result of such clause (i), (ii), (iii), (iv) or (v), as applicable, shall cease. Following the cure of all Registration Defaults relating Defaults, the accrual of Additional Interest will cease. All accrued Additional Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any particular Transfer Restricted securities for which Additional Interest are due cease to be Entitled Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay Additional Interest with respect to any Transfer Restricted Security at securities that accrued prior to the time that such security ceases securities ceased to be a Transfer Restricted Security Entitled Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (a) Additional Interest (“Additional Interest”) shall accrue on each Transfer Restricted Security if either of the following events occur (each such event in clauses (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, and (ii) any of such below being herein called a “Registration Statements has not been declared effective by the Commission Default”): (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (ivi) any Registration Statement required by this Agreement is filed and not declared effective but shall thereafter cease by the Commission on or prior to be effective or fail to be usable for its intended purpose the applicable Effectiveness Deadline; or (ii) on and after the consummation of the Exchange Offer applicable Effectiveness Deadline (plus an additional 30 days in the case respect of the Exchange Offer Registration Statement), any Registration Statement for a period in excess of five Business Daysrequired by this Agreement has been declared effective by the Commission but (A) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures thereafter ceases to be effective or (B) such failure and that is itself immediately declared effective (each such event referred Registration Statement or the related prospectus ceases to be usable in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the connection with resales of Transfer Restricted Securities may of such series during the periods specified herein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not accrue under more than one misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension Event by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default at whatever the reason for any one time), such event and whether it is voluntary or involuntary or is beyond the control of the Company hereby agrees that the interest rate borne or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on each Transfer Restricted Securities Security, over and above interest at the regular rate stated in the title thereof, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have ceased to be increased by continuing, such Additional Interest to accrue at the rate of 0.25% per annum during to and including the 90-90th day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end rate of each subsequent 90-day period, but in no event shall such increases exceed 1.000.50% per annumthereafter (the “Additional Interest Rate”). Following the cure of all Registration Defaults relating Additional Interest will cease to any particular Transfer Restricted Securitiesaccrue. (b) A Registration Default referred to in Section 7(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the interest rate borne by the relevant Transfer Restricted Securities will be reduced Company is proceeding promptly and in good faith to the original interest rate borne by amend or supplement such Transfer Restricted SecuritiesShelf Registration Statement and related prospectus to describe such events; provided, however, that, that in any case if after any such reduction in interest rate, a different Registration Default occursoccurs for a continuous period in excess of 30 days, Additional Interest shall accrue in accordance with the above paragraph from the date of such Registration Default until such Registration Default ceases. (c) Notwithstanding the foregoing, the interest rate borne by the relevant Company shall not be required to pay any Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities shall again be increased pursuant if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the foregoing provisions. All obligations of extent the Company and reasonably determines that such information is required to be included therein by applicable law, (ii) FINRA or the Guarantors set forth Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the preceding paragraph that are outstanding agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective. (d) Additional Interest will be payable in cash on the regular interest payment dates with respect to any the Securities and in the same manner and to the same persons as interest on the Securities. The amount of Additional Interest payable at a particular Additional Interest Rate will be determined by multiplying such Additional Interest Rate by the principal amount of the Transfer Restricted Security at Securities and further multiplied by a fraction the time numerator of which is the number of days such security ceases to be Additional Interest Rate was applicable (determined on the basis of a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full360-day year comprised of twelve 30-day months) and the denominator of which is 360.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if: (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (90th day following the “Effectiveness Target Issue Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no a Shelf Registration Statement has not been filed with the Commission, or (ii) on or no prior to the 210th day following the Issue Date, such initial Shelf Registration Statement has been is not declared effective by the Commission Commission, or (or automatically become effective under iii) after the Securities Act in the case effectiveness date of a any Shelf Registration Statement, (x) within 30 Business Days after the Effectiveness Target Date or (iv) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose the offer and sale of Registrable Securities (after other than due to a Suspension Period), and the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of Company fails to file (and have declared effective), within five Business Days) without being succeeded immediately by , a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed 45 or 60 calendar days, as applicable, whether or not consecutive, in any 90 calendar day period, or more than 120 calendar days, whether or not consecutive, during any 360 calendar day period during the Effectiveness Period, or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself immediately declared effective not solely due to the failure of a Holder of Registrable Securities to perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv), ) a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default to but excluding the day 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 90-day period immediately 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. (b) In the case of a Registration Default described in Sections 7(a)(i)-(iii) above, Additional Interest, if any, shall be payable only to Notice Holders and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid in cash semiannually in arrears, with the first semiannual payment due on the first interest payment date following the occurrence date on which such Additional Interest begins to accrue, to the Notice Holders in whose name the Securities or Common Stock issued upon conversion of any Registration Default and shall increase by 0.25% per annum the Securities are registered at the end close of each subsequent 90-day periodbusiness on February 15 or August 15, but whether or not a Business Day, immediately preceding the relevant interest payment date. (d) Except as provided in Section 9(a) hereof, the Additional Interest or Additional Shares as set forth in this Section 7 shall be the exclusive cash (or asset, as the case may be) remedy available to the Holders of Registrable Securities for such Registration Default. In no event shall such increases exceed 1.00% per annum. Following the cure Company be required to pay Additional Interest in excess of all the applicable maximum amount of one-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullexist.

Additional Interest. If (a) The Company and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below: (i) any of if neither the Exchange Registration Statements Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; (iii) if an Initial Shelf Registration required by this Agreement is Section 2(c)(2) has not been filed with the Commission on or prior to the date specified for such filing in this Agreement, required by Section 3(a); (iiiv) any of such if an Initial Shelf Registration Statements required by Section 2(c)(2) has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified required by Section 3(a); and/or (v) if (A) the Company has not exchanged the Exchange Notes for such effectiveness all Notes validly tendered in this Agreement accordance with the terms of the Exchange Offer on or prior to 60 days after the Exchange Registration Statement was declared effective or (the “Effectiveness Target Date”), (iiiB) the Exchange Offer has not been Consummated by Registration Statement ceases to be effective at any time prior to the time that the Exchange Date and no Offer is consummated or (C) if applicable, the Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a and such Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose (after at any time during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective Effectiveness Period; (each such event referred to in clauses (i) through (iv), v) above is a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate borne on the Notes will increase by the Transfer Restricted Securities shall be increased by 0.25.50% per annum during the first 90-day period immediately following the occurrence of any a Registration Default and shall until it is waived or cured; and the per annum interest rate will increase by 0.25an additional .25% per annum at the end of for each subsequent 90-day periodperiod during which the Registration Default remains uncured, but in no event shall such increases exceed 1.00up to a maximum additional interest rate of 2.0% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a different result of a Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to clause (iii) or (iv), provided, further, that (1) upon the foregoing provisions. All obligations filing of the Company and Exchange Registration Statement or the Guarantors set forth Initial Shelf Registration (in the preceding paragraph that are outstanding with respect case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered (in the case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to any Transfer Restricted Security at remain effective (in the time such security ceases case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied remain effective (in full.the case of

Additional Interest. (a) If (iA) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this AgreementFiling Deadline or Shelf Registration Filing Deadline, as applicable, (iiB) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (Effectiveness Deadline or the “Shelf Registration Effectiveness Target Date”)Deadline, as applicable, (iiiC) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (ivD) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within five (5) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within ten (10) business days of filing such post-effective amendment to such Registration Statement (except as permitted in paragraph (c) of this Section 5, such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (iA) through (ivD), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), then the Company hereby agrees that the interest rate borne by the to pay to each Holder of Transfer Restricted Securities shall be increased affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by 0.25% per annum during such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement and/or if applicable the Shelf Registration Statement), in the case of (A) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (B) above, (iii) upon Consummation of the Exchange Offer, in the case of (C) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (D) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (A), (B), (C) or (D), as applicable, shall such increases exceed 1.00% per annumcease. (b) All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Following Notwithstanding the cure of all Registration Defaults relating fact that any securities for which additional interest is due ceases to any particular be Transfer Restricted Securities, all obligations of the Company to pay additional interest rate borne by with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. (c) A Registration Default referred to in Section 5(a)(D) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the relevant Transfer Restricted Securities will be reduced related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Transfer Restricted SecuritiesRegistration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 30 days, a different Registration Default occurs, shall be deemed to have occurred on the 31st day of such Blackout Period and additional interest rate borne by shall be payable in accordance with paragraph (a) of this Section 5 from the relevant Transfer Restricted Securities shall again be increased day such Registration Default occurred until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company and the Guarantors set forth in the preceding paragraph this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company or the Guarantors fails to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) any of the applicable Registration Statements required by this Agreement Statement is not filed with the Commission on or prior to the date specified herein for such filing in this Agreementfiling, (ii) any of such the applicable Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified herein for such effectiveness in this Agreement (the “Effectiveness Target Date”)after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Exchange Date Company and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under Guarantors within the Securities Act time period set forth in the case of a Shelf Registration StatementSection 2(a) within 30 Business Days after the Effectiveness Target Date or hereof, (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease prior to be effective or fail to be usable for its intended purpose (after the consummation end of the Exchange Offer in Registration Period or the case Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to such the Registration Statement that cures such failure under Section 8(d) or 8(e) of the Act, or (v) the Company and that is itself immediately declared effective the Guarantors shall have initiated a suspension period beyond the periods set forth in Section 2(d) or 3(d) (each such event referred to in clauses (i) through (ivv), a “"Registration Default”) (provided that the "), then additional interest on with respect to the Transfer Restricted Securities may not Notes ("Additional Interest") will accrue under more than one Registration Default at any one time), with respect to the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25in an amount equal to 0.5 % per annum at the end per $1,000 principal amount of such Notes and will increase by an additional 0.5% per annum per $1,000 principal amount of such Notes for each subsequent 90-day periodperiod until such Registration Default has been cured, but in no event shall such increases exceed 1.00up to an aggregate maximum amount of Additional Interest of 1.0% per annumannum per $1,000 principal amount of Notes for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities accrual of all Additional Interest will be reduced cease. Notwithstanding anything to the original interest rate borne by such Transfer Restricted Securities; providedcontrary in this Section 4(a), however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the preceding paragraph second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Company shall notify the Trustee and paying agent under the Indenture immediately upon the happening of each and every Registration Default. The Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and include the date of the applicable Registration Default to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Company's and the Guarantors's obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Security Note at the time such security Note ceases to be a Transfer Restricted Security Note shall survive until such time as all such obligations with respect to such security shall Note have been satisfied in fullfull (notwithstanding termination of this Agreement).

Additional Interest. If (a) The Issuer and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below: (i) any of if the Exchange Registration Statements required by this Agreement is Statement has not been filed with the Commission on or prior to the date specified for such filing in this Agreement, Filing Date or the Initial Shelf Registration has not been filed on or prior to the Shelf Filing Date; (ii) any of such if the Exchange Registration Statements Statement has not been declared effective on or prior to the Effectiveness Date or the Initial Shelf Registration has not been declared effective on or prior to the Shelf Effectiveness Date; and/or (iii) if (A) the Issuer has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 40th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated as to all Notes validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period (other than in accordance with Section 3(e)). (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above) or (3) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration (in the case of (iii)(A) above), or upon the subsequent effectiveness of the Exchange Registration Statement which had ceased to remain effective or the effectiveness of a Shelf Registration (in the case of (iii)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will revert to the interest rate otherwise applicable to the Notes. (b) The Issuer shall notify the Holders within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash quarterly on each March 1, June 1, September 1 and December 1 (to the Holders of record on the February 15, May 15, August 15 and November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the Commission principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (or automatically become effective under determined on the Securities Act basis of a 360-day year comprised of twelve 30-day months and, in the case of a Shelf Registration Statement) on or prior to partial month, the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”actual number of days elapsed), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fulldenominator of which is 360.

Additional Interest. (a) If (i) any of the Initial Shelf Registration Statements required by this Agreement Statement is not filed with the Commission SEC on or prior to before the date specified for such filing in this AgreementShelf Filing Date, (ii) any of such the Initial Shelf Registration Statements has Statement is not been declared effective by on or before the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by Company and the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by Guarantor have failed to perform their obligations set forth in Section 1(d) hereof within the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date time period required therein, or (iv) any the Initial Shelf Registration Statement required by this Agreement 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 fail to be usable for its intended purpose (after the consummation y) use of the Exchange Offer in the case of the Exchange Offer Shelf Registration Statement or the related prospectus shall be suspended for a period in excess of five Business Daysone or more periods longer than permitted pursuant to Section 2(d) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective hereof (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees 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 equal to 0.25% per annum of (A) in the case of outstanding Notes that are Transfer Restricted Securities, the interest rate borne principal amount of such Notes held by the Holder or (B) in the case of outstanding Underlying Common Shares that are Transfer Restricted Securities shall be increased Securities, an amount equal to the product of the prevailing Conversion Price (as defined in the Indenture) applicable to the Notes and the number of such Underlying Common Shares held by the Holder, as applicable, during the first 90-day period following such Registration Default, increasing by an additional 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed 1.00period up to a maximum of 0.50% per annum, until each Registration Default has been cured; provided that, in the case of a Registration Default referred to in clause (iii) above, such additional interest shall be paid only to Holders that have delivered a Notice and Questionnaire that caused the Company and the Guarantor to incur the obligations set forth in Section 1(d) hereof the non-performance of which is the basis of such Registration Default; provided further that any additional interest accrued with respect to any Note called for redemption or converted into Underlying Common Shares prior to the 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) through (iv) at any given time. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, the accrual of additional interest rate borne will cease. (b) The Company shall notify the Trustee and the Paying Agent under the Indenture promptly upon the happening of each and every Registration Default. The additional interest due shall be payable on each interest payment date specified by the relevant Indenture and the Notes in the manner specified in the Indenture. For the purposes described in this Section 2, neither the Company nor the Guarantor may act as Paying Agent. Each obligation to pay additional interest shall be deemed to accrue from and including the date of the applicable Registration Default. (c) The parties hereto agree that the additional interest provided for in this Section 2 constitutes a reasonable estimate of, and is intended to constitute all of, the damages that will be suffered by Holders of Transfer Restricted Securities will by reason of the failure of (i) the Initial Shelf Registration Statement to be reduced filed or (ii) the Shelf Registration Statement to remain effective or available for use in each case to the original interest rate borne extent required by such Transfer Restricted Securities; providedthis Agreement. (d) The Company and the Guarantor may, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant notice to each Holder of Transfer Restricted Securities that are the subject of the Shelf Registration Statement at such time in accordance with Section 9(b) hereof, suspend the availability of a Shelf Registration Statement and the use of the related prospectus for up to four periods of up to 30 consecutive days during any 365-day period, but for no more than 90 days in the aggregate during any 365-day period, if any event shall again occur or be increased pending as a result of which it is necessary, in the reasonable judgment of the board of directors of the Company or the Guarantor upon advice of counsel, to suspend the use of the Shelf Registration Statement pending public announcement of such event and, if necessary, to amend the Shelf Registration Statement or amend or supplement any related prospectus or prospectus supplement in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, without incurring any obligation to pay additional interest pursuant to the foregoing provisionsSection 2(a) hereof. All obligations of Any such period during which the Company and the Guarantors set forth Guarantor fail to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a “Suspension Period.” A Suspension Period shall commence on and include the date on which the Company or the Guarantor gives written notice to each Notice Holder of Transfer Restricted Securities that are the subject of the Shelf Registration Statement at such time of such suspension pursuant to this Section 2(d), and shall end when each such Notice Holder of Transfer Restricted Securities either receives copies of a supplemented or amended prospectus or is advised in writing by the Company or the Guarantor that use of the prospectus included in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to Shelf Registration Statement may be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullresumed.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is are not filed with the Commission on or prior to the date specified for such filing in this AgreementSections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements has have not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement Sections 3(a) and 4(a), as applicable (the each, an “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 business days, or longer if required by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after federal securities laws, from the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation in connection with resales of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that ), the Issuers jointly and severally agree to pay additional interest on the (“Additional Interest”) to each Holder of Transfer Restricted Securities may not accrue under more than one adversely affected by such Registration Default at any one time)Default, in an amount equal to 0.25% per year of the Company hereby agrees that the interest rate borne by the principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder with respect to the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by an additional 0.25% per annum at year of the end principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, but in no event shall such increases exceed 1.00up to a maximum amount of Additional Interest of 0.50% per annumyear of the principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Issuers in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. (b) A Registration Default referred to in Section 5(a)(iv) shall be reduced deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Issuers are proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Transfer Restricted SecuritiesRegistration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 30 days, a different Registration Default occurs, shall be deemed to have occurred on the interest rate borne by 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the relevant Transfer Restricted Securities shall again be increased above paragraph from the day such Registration Default occurs until such Registration Default is cured or until such Issuer is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate in any 12-month period. All payment obligations of the Company and the Guarantors Issuers set forth in the preceding paragraph this section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (ia) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (iib) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iiic) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within five business days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”) (provided that "REGISTRATION DEFAULT"), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued additional interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) any of the Issuers fail to file an Exchange ------------------- Offer Registration Statements required by this Agreement 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 filed with declared effective by the Commission on SEC or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified herein for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has is ------------------------- required to be consummated hereunder and the Issuers fail to issue Exchange Securities in exchange for all Securities properly tendered and not been Consummated by withdrawn in the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case Offer within 45 days of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such or the Shelf Registration Statement that cures such failure required to be filed and that is itself immediately 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"), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that -------------------- then the interest rate borne by the Transfer Restricted Registrable Securities (other than the Private Exchange Securities) 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 any such Registration Default and shall increase Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day periodperiod (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, but in no event shall such increases exceed up to a maximum rate of Additional Interest of 1.00% per annum. Following If a Registration Default exists with respect to the cure of all Registration Defaults relating Securities prior to any particular Transfer Restricted Securitiesthe Cash Interest Election Date, the Company will make cash payments of Additional Interest on each interest rate borne by payment date on the relevant Securities which are Transfer Restricted Securities will be reduced to at the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at sentence multiplied by the time Accreted Value of the Securities as of the interest payment date on which such security ceases payment is made. 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 Transfer Restricted Security result of the Registration Default described in such clause shall survive until 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 Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be ---------- paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than the 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 time date as all such obligations with respect set forth in the Indenture. Each obligation to such security pay Additional Interest shall have been satisfied in fullbe deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If In the event that: (i) any (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall not have filed a supplement to the Prospectus to cover resales of the Registration Statements required Registrable Securities by this Agreement is not filed with the Commission Holders, in the case of either (x) or (y), on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior Effectiveness Deadline pursuant to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”Section 2(a)(i), (iii) then Additional Interest shall accrue on the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation principal amount of the Exchange Offer in the case of the Exchange Offer Registration Statement for Notes at a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment rate equal to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during for the first 90-day period immediately from the day following the occurrence of any Registration Default such Effectiveness Deadline, and shall increase by 0.25an additional 0.50% per annum at the end of for each subsequent 90-day period; (ii) following the Effective Date, but (A) the Company fails to make any filing required pursuant to Section 2(a)(iii) hereof prior to the ten Business Day period applicable thereto, or (B) in no the event such filing is a post effective amendment or additional Shelf Registration Statement, such post effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Additional Interest shall such increases exceed 1.00accrue on the principal amount of the Notes at a rate equal to 0.25% per annum. Following annum for the cure first 90 day period from the day following such Effectiveness Deadline, as applicable, and thereafter at a rate per annum of all 0.50% of the principal amount of the Notes; (iii) following the Effective Date, a Shelf Registration Defaults relating Statement ceases to any particular Transfer Restricted be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the original interest Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period), then Additional Interest shall accrue on the principal amount of the Notes at a rate borne by equal to 0.25% per annum for the first 90-day period from the day following such Transfer Restricted Securitiestenth Business Day, and an additional 0.50% per annum for each subsequent 90-day period; (iv) any Suspension Period or Periods, when aggregated, exceed 45 days (or, if applicable, 60 days) in any three-month period or 90 days (or, if applicable, 120 days) in any 12-month period, then, commencing with the 46th day (or, if applicable 61st day) in such three-month period or the 91st day (or, if applicable, 121st day) in such 12-month period, as the case may be, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following the 45th or 91st day, as the case may be, and an additional 0.50% per annum for each subsequent 90-day period; or (v) if the Company fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, on or before the applicable ten Business Day period and Effectiveness Deadline (but subject to the last sentence of Section 2(a)(iii) hereof) then Additional Interest will accrue on the principal amount of Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and an additional 0.50% per annum for each subsequent 90-day period; provided, however, that, if after any such reduction that in interest rate, no event shall Additional Interest accrue at a different Registration Default occurs, rate per annum exceeding 0.50% of the interest rate borne by principal amount of the relevant Transfer Restricted Securities Notes; and provided further that Additional Interest on the principal amount of the Notes as a result thereof shall again be increased pursuant cease to accrue: (1) upon the Effective Date (in the case of clause (i) above); (2) upon the filing of a supplement to the foregoing provisions. All obligations of the Company and the Guarantors set forth Prospectus (in the preceding paragraph that are outstanding with respect case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above); (3) upon such time as the Shelf Registration Statement which had ceased to any Transfer Restricted Security at remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (iii) above); (4) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above); or (5) upon the time such security Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of clause (v) above). Any amounts of Additional Interest due pursuant to Section 2(e) will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Shares issued upon exchange of Notes. If any Note ceases to be a Transfer Restricted Security shall survive until such time as all such obligations outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such security shall have been satisfied in fullNote.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if: (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (90th day following the “Effectiveness Target Issue Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no a Shelf Registration Statement has not been filed with the Commission, or (ii) on or no prior to the 180th day following the Issue Date, such initial Shelf Registration Statement has been is not declared effective by the Commission Commission, or (or automatically become effective under iii) after the Securities Act in the case effectiveness date of a any Shelf Registration Statement, (x) within 30 Business Days after the Effectiveness Target Date or (iv) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose the offer and sale of Registrable Securities (after other than due to a Suspension Period), and the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Company fails to file (and have declared effective), within ten Business Days) without being succeeded immediately by , a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed 45 or 60 calendar days, as applicable, whether or not consecutive, in any 90 calendar day period, or more than 120 calendar days, whether or not consecutive, during any 360 calendar day period during the Effectiveness Period, or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself immediately declared effective not solely due to the failure of a Holder of Registrable Securities to perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv), ) a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees shall be required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default to but excluding the earlier of (x) the calendar day on which all Registration Defaults are cured and (y) the date that the interest Shelf Registration Statement is no longer required to be kept effective. The Company shall pay Additional Interest at a rate borne by per year equal to one-quarter of one percent (0.25%) of the Transfer Restricted Applicable Amount for the first 90 calendar day period to and including the 90th day following such Registration Default, and one-half of one percent (0.50%) thereof from and after the 91st day following such Registration Default. In the event any Registrable Securities that are Securities are converted into Common Stock during the continuance of a Registration Default, the Company will deliver to each Holder converting Securities during the continuance of a Registration Default 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion (“Additional Shares”) and no Additional Interest shall be increased by 0.25% per annum during payable on such converted Securities. (b) In the 90-day period immediately case of a Registration Default described in Sections 7(a)(i)-(iii) above, Additional Interest, if any, shall be payable only to Notice Holders and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid in cash semiannually in arrears, with the first semiannual payment due on the first interest payment date following the occurrence date on which such Additional Interest begins to accrue, to the Notice Holders in whose name the Securities or Common Stock issued upon conversion of any Registration Default and shall increase by 0.25% per annum the Securities are registered at the end close of each subsequent 90-day periodbusiness on February 15 or August 15, but whether or not a Business Day, immediately preceding the relevant interest payment date. (d) Except as provided in Section 9(a) hereof, the Additional Interest or Additional Shares as set forth in this Section 7 shall be the exclusive monetary (or asset, as the case may be) remedy available to the Holders of Registrable Securities for such Registration Default. In no event shall such increases exceed 1.00% per annum. Following the cure Company be required to pay Additional Interest in excess of all the applicable maximum amount of one-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullexist.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified applicable Effectiveness Deadline unless, in the case of any Exchange Offer Registration Statement, a Shelf Registration Statement for the relevant series of Initial Notes is declared effective prior to the Effectiveness Deadline applicable to such effectiveness in this Agreement (the “Effectiveness Target Date”)Exchange Offer Registration Statement, (iii) the any Exchange Offer has not been Consummated by the Consummation Deadline applicable to such Exchange Date and no Offer, unless a Shelf Registration Statement has been filed or no Shelf Registration Statement has been for the relevant series of Initial Notes is declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date prior to such Consummation Deadline, or (iv) subject to Section 6(c)(i), any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail fails to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within 5 Business Days thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately promptly declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), then, subject to Section 6(c)(i), the Company hereby agrees that the interest rate borne by the shall pay to each Holder of Transfer Restricted Securities shall be increased by 0.25% per annum during affected thereby additional interest (“Additional Interest”), with respect to the first 90-day period immediately following the occurrence of any the first Registration Default and in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Additional Interest described in the preceding sentence shall increase by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increases exceed up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum. Following annum on the cure principal amount of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Initial Notes constituting Transfer Restricted Securities; providedprovided that the Company shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, however, that(1) upon filing of an Exchange Offer Registration Statement (and/or, if after any such reduction in interest rateapplicable, a different Shelf Registration Default occursStatement) for the relevant series of Initial Notes, in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement (and/or, if applicable, a Shelf Registration Statement) for the Initial Notes, in the case of (ii) above, (3) upon Consummation of an Exchange Offer (or, if applicable, upon the effectiveness of a Shelf Registration Statement for the Initial Notes, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the interest rate borne by Shelf Registration Statement) to again be declared effective or made usable in the relevant 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 again cease. Notwithstanding the foregoing, (x) all pre-existing Registration Defaults in respect of a series of Initial Notes shall be increased pursuant deemed cured upon consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement for the relevant series of Initial Notes (for the avoidance of doubt, without prejudice to Additional Interest already accrued), and (y) Additional Interest shall cease to accrue on any Initial Note that is no longer a Transfer Restricted Security. All accrued Additional Interest shall be paid to the foregoing provisionsHolders entitled thereto, in the manner provided for the payment of interest in the Senior Indenture, on each Interest Payment Date, as more fully set forth in the Senior Indenture and the Initial Notes. All obligations of the Company and the Guarantors Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease (A) such Registration Statement ceases to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer effective, except, in the case of the Exchange Offer Registration Statement for a period Statement, following the consummation of the Exchange Offer with respect to all Initial Securities tendered in excess connection therewith prior to the expiration of five Business Daysthe Exchange Offer or (B) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures or the related Prospectus ceases to be usable in connection with resales of Initial Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such failure and that is itself immediately declared effective Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Initial Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increases exceed up to a maximum amount of 1.00% per annumfor all Registration Defaults (“Additional Interest”). All accrued Additional Interest will be paid by the Company and the Guarantors on each Interest Payment Date to the Global Note Holder of a global note by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults relating to any particular Transfer Restricted the Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (a) The Company agrees that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof as applicable and that it would not be feasible to ascertain the extent of such damages with precision. The Company will pay additional cash interest (the "Additional Interest") on the applicable Exchange Notes and Registrable Notes, subject to certain exceptions: (i) any of if the Company fails to file an Exchange Offer Registration Statements required by this Agreement is not filed Statement with the Commission on or prior to the date specified for such filing in this Agreement, 90th day after the Issue Date; (ii) any of such if the Exchange Offer Registration Statements has Statement is not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (180th day after the “Effectiveness Target Issue Date”), ; (iii) if the Registered Exchange Offer has is not been Consummated by consummated on or before the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days 30th day after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for is declared effective; (iv) if obligated to file the Shelf Registration Statement, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 45th day after the date (the "Shelf Filing Date") on which the Shelf Filing Event arises; (v) if obligated to file a period in excess of five Business DaysShelf Registration Statement, and the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date; or (vi) without being succeeded immediately by a post-effective amendment to after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, such Registration Statement that cures such failure and that is itself immediately declared thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses (i) through (ivvi), a “"Registration Default”) (provided that "), from and including the additional interest date on the Transfer Restricted Securities may not accrue under more than one which any such Registration Default at any one time), shall occur to but excluding the Company hereby agrees that date on which all Registration Defaults have been cured. The rate of the interest rate borne by the Transfer Restricted Securities shall Additional Interest will be increased by 0.25% per annum during for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured at which point it will reset the coupon rate, but in no event shall such increases exceed up to a maximum additional interest rate of 1.00% per annumannum from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Registrable Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act. Following Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Exchange Notes and Registrable Notes. If, after the cure of all Registration Defaults relating to any particular Transfer Restricted Securitiesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by of Additional Interest for such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company and the Guarantors set forth rate in the preceding paragraph that are outstanding effect with respect to any Transfer Restricted Security prior Registration Default at the time of cure of such security ceases Registration Default. Notwithstanding the foregoing (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be a Transfer Restricted Security shall survive until such time as all such obligations entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs. Any amounts of Additional Interest due pursuant to clauses (a)(i) through (a)(vi) of this Section 4 will be payable in cash on the regular interest payment dates (each, an "Additional Interest Payment Date"), commencing with the first such security shall have been satisfied date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Additional Interest Payment Date following such Registration Default in fullthe case of the first such payment of Additional Interest (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and then multiplying such figure by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If Subject to the provisions of Sections 6(b)(iii) and 6(d) hereof, if (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any of such Registration Statements has is not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (Exchange Offer Effectiveness Deadline or the “Shelf Registration Statement Effectiveness Target Date”)Deadline, as applicable, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail ceases to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that "REGISTRATION DEFAULT"), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), additional interest ("ADDITIONAL INTEREST") in an amount equal to a per annum rate of 0.25% on the Company hereby agrees that the interest rate borne by the principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for the period of time that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the Additional Interest shall increase by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until no Registration Default is in effect, but up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum on the 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 with respect to a particular series of Transfer Restricted Securities at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease on the date of such increases exceed 1.00% per annumcure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. Following All accrued Additional Interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on the next scheduled Interest Payment Date (as defined in the Indenture), as more fully set forth in the Indenture and the Notes. The amount of Additional Interest with respect to a particular series of Initial Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Notes of a particular series, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding the fact that any particular securities for which Additional Interest are due cease to be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay Additional Interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full. The amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing, and a Holder of Initial Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement.

Additional Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this AgreementFiling Deadline or the Shelf Effectiveness Deadline, as applicable, (ii) any of such the Exchange Offer Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Exchange Offer Registration Statement Effectiveness Target Date”)Deadline, (iii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the Shelf Effectiveness Deadline, as applicable, (iv) the Exchange Offer has not been Consummated by the Consummation Deadline with respect to the Exchange Date and no Shelf Offer Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (ivv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), then the Company hereby agrees that to pay to each Holder affected thereby additional interest in an amount equal to a per annum rate of 0.25% on the interest rate borne by the principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder while the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and shall increase Default, with such rate increasing by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest for all Registration Defaults of 0.5% per annum of the principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, if applicable, in the case of clause (iii) above, (4) upon Consummation of the Exchange Offer, in the case of clause (iv) above, or (5) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (v) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv) or (v), as applicable, shall cease. All accrued additional interest shall be paid by the Company (or the Company will cause the Paying Agent to make such increases exceed 1.00% per annumpayment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on the next scheduled Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Following All accrued additional interest shall be computed in the cure manner provided for the computation of all Registration Defaults relating interest in the Indenture. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any securities that accrued prior to the time that such securities ceased to be Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within two Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), Cinemark hereby agrees to pay additional cash interest ("Additional Interest") (provided that the additional interest on the to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time)Securities. Such Additional Interest, with respect to the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any each such Registration Default and Default, shall equal an increase in the annual interest rate on the Notes by 0.5%. The amount of Additional Interest will increase by 0.25an additional 0.5% per annum at the end of with respect to each subsequent 90-day periodperiod relating to each such Registration Default until all Registration Defaults have been cured, but in no event shall such increases exceed 1.00up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum. Cinemark shall notify the Trustee within one Business Day after (i) each and every Registration Default and (ii) the date the Registration Default has been so cured. Cinemark shall pay all accrued Additional Interest to Holders in New York, New York by wire transfer of immediately available funds or by federal funds check in the same manner as interest is paid under the Notes (assuming that the Notes have reached the Full Accretion Date (as defined in the Indenture)). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant accrual of Additional Interest with respect to such Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisionscease. All obligations of the Company and the Guarantors Cinemark set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full.

Additional Interest. If In the event that: (i) any of the a Shelf Registration Statements required by this Agreement Statement is not filed with the Commission SEC or designated as such by the Company on or prior to the date specified Filing Deadline pursuant to Section 2(a)(i), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Securities at a rate equal to 0.25% per year for the first 90-day period from the day following such filing in this AgreementFiling Deadline, and thereafter at a rate per year of 0.50% of the principal amount of the Securities; (ii) any of such (x) a Shelf Registration Statements has Statement is not been declared effective by the Commission SEC, or (or automatically become y) if the Company shall have designated a previously filed and effective under Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall not have filed a supplement to the Prospectus to cover resales of the Registrable Securities Act by the Holders, in the case of a Shelf Registration Statementeither (x) or (y), on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”Deadline pursuant to Section 2(a)(i), then Additional Interest shall accrue on the principal amount of the Securities at a rate equal to 0.25% per year for the first 90-day period from the day following such Effectiveness Deadline, and thereafter at a rate per year of 0.50% of the principal amount of the Securities; (iii) following the Exchange Offer has not been Consummated by Effective Date, (A) the Exchange Date and no Company fails to make any filing required pursuant to Section 2(a)(iii) hereof prior to the Filing Deadline applicable thereto, or (B) in the event such filing is a post-effective amendment or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement has been filed fails to become effective on or no prior to the Effectiveness Deadline applicable thereto, then Additional Interest shall accrue on the principal amount of the Securities at a rate equal to 0.25% per year for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per year of 0.50% of the principal amount of the Securities; (iv) following the Effective Date, a Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling security holders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivSuspension Period), a “Registration Default”) (provided that the additional interest then Additional Interest shall accrue on the Transfer Restricted principal amount of the Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest a rate borne by the Transfer Restricted Securities shall be increased by equal to 0.25% per annum during year for the first 90-day period immediately from the day following such tenth Business Day, and thereafter at a rate per year of 0.50% of the occurrence principal amount of the Securities; (v) any Registration Default and Suspension Period or Periods exceed 30 days in any three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such three-month period or the 91st day in such 12-month period, as the case may be, then Additional Interest shall increase by accrue on the principal amount of the Securities at a rate equal to 0.25% per annum at year for the end of each subsequent first 90-day periodperiod from the day following the 31st or 91st day, but as the case may be, and thereafter at a rate per year of 0.50% of the principal amount of the Securities; or (vi) the Company fails to name as a selling security holder any Holder that had complied timely with its obligations hereunder in no event shall a manner to entitle such increases exceed 1.00Holder to be so named in (A) any Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest will accrue on the principal amount of Securities held by such Holder at a rate equal to 0.25% per annum. Following year for the cure first 90-day period from the day following the effective date of all such Shelf Registration Defaults relating to any particular Transfer Restricted SecuritiesStatement or the time of filing of such Prospectus, as the interest case may be, and thereafter at a rate borne by per year of 0.50% of the relevant Transfer Restricted principal amount of the Securities will be reduced to the original interest rate borne held by such Transfer Restricted SecuritiesHolder; provided, however, thatthat in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and provided, if after any such reduction further, that Additional Interest on the principal amount of the Securities as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in interest ratethe case of clause (i) above); (2) upon the Effective Date (in the case of clause (ii) above); (3) upon the filing of a supplement to the Prospectus, a different post-effective amendment or an additional Shelf Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth Statement (in the preceding paragraph that are outstanding with respect case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above); (4) upon such time as the Shelf Registration Statement which had ceased to any Transfer Restricted Security at remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (iv) above); (5) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above); or (6) upon the time such security Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of clause (vi) above). Any amounts of Additional Interest due pursuant to Section 2(e) will be payable semi-annually in arrears in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Shares issued upon conversion of the Notes. If any Note ceases to be a Transfer Restricted Security shall survive until such time as all such obligations outstanding during any period for which Additional Interest are accruing, the Company will prorate the Additional Interest payable with respect to such security Note. Additional Interest shall have been satisfied in fullrepresent the sole entitlement of the Holders to money damages relating to the failure of the Company to file or otherwise designate a Shelf Registration Statement with the SEC on or prior to the Filing Deadline.

Additional Interest. If (a) In the event of the occurrence of any of the following (each a "Registration Default"), the interest rate on the Securities will be increased (the "Additional Interest") as described below: (i) any of the Exchange Offer Registration Statements required by this Agreement is Statement has not been filed with the Commission on or prior to the date specified for such filing in this Agreement, 60th day after the Issue Date; (ii) any of such the Exchange Offer Registration Statements has Statement is not been declared effective by the Commission on or prior to the 150th day after the Issue Date; (iii) the Registered Exchange Offer has not been consummated on or automatically become effective under prior to the 180th day after the Issue Date; (iv) any required Shelf Registration Statement with respect to the Securities Act in has not been filed or declared effective by the case of a Shelf Registration Statement) Commission on or prior to the date specified for by which best efforts are to be used to cause such effectiveness in this Agreement filing or effectiveness; or (the “Effectiveness Target Date”), (iiiv) the any required Exchange Offer has not been Consummated by the Exchange Date and no Registration Statement or Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed with, and declared effective by, the Commission, but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose effective under this agreement, then (after 1) the consummation of the Exchange Offer in the case filing of the Exchange Offer Registration Statement for (in the case of a period Registration Default set forth in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses clause (i) through above), (2) the effectiveness of the Exchange Offer Registration Statement (in the case of a Registration Default set forth in clause (ii) above), (3) the consummation of the Registered Exchange Offer (in the case of a Registration Default set forth in clause (iii) above), (4) the filing or effectiveness of the Shelf Registration Statement (in the case of a Registration Default set forth in clause (iv) above, and (5) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of a Registration Default set forth in clause (v) above), a “Registration Default”) (provided that the additional interest Additional Interest on the Transfer Restricted Securities may not accrue under more than one as a result of a Registration Default at shall cease to accrue. If, after any one time)such Additional Interest ceases to accrue, a subsequent Registration Default occurs, Additional Interest will again accrue as described herein. (b) The Company or the Company hereby agrees that Guarantors shall notify the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following Trustee within two Business Days of the occurrence of any Registration Default. Any amounts of Additional Interest due as a result of a Registration Default will be payable in cash semiannually in arrears on April 15 and shall increase by 0.25% per annum at the end October 15 of each subsequent 90-day period, but year in no event shall such increases exceed 1.00% per annum. Following accordance with the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors terms set forth in the preceding paragraph that are outstanding Indenture with respect to payments of interest, commencing with the first such date occurring after any Transfer Restricted Security at Additional Interest begins to accrue. The Company or the time such security ceases Guarantors shall notify the Trustee within two Business Days of the cessation of any requirement 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 fullpay Additional Interest hereunder.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement or an additional Registration Statement that cures such failure and that is itself immediately declared effective within 5 days of filing such post-effective amendment to such Registration Statement or of filing such additional Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that ), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued additional interest shall be paid to the cure Holders entitled thereto in the manner provided for the payment of all Registration Defaults relating interest in the Indenture on each Interest Payment Date as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which additional interest is due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (120th day following the “Effectiveness Target Closing Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no a Shelf Registration Statement has not been filed with the Commission, (ii) on or no prior to the 180th day following the Closing Date, such Shelf Registration Statement has not been declared effective by the Commission (or automatically become effective under or (iii) if, after the Securities Act in effectiveness date of the case of a Shelf Registration Statement, (x) within 30 Business Days after the Effectiveness Target Date or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose the offer and sale of Registrable Securities (after other than due to a Suspension Period), and the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of Company fails to file (and have become effective), within five Business Days) without being succeeded immediately by , a post-effective amendment to such the Shelf Registration Statement that cures or amendment or supplement to the Prospectus contained therein or such failure and that other document with the Commission to make the Shelf Registration Statement effective or such Prospectus usable, or (y) Suspension Periods exceed 90 days (or 120 days, if the maximum number of days for Suspension Periods is itself immediately declared effective increased pursuant to the proviso to Section 2(c) hereof) in the aggregate, whether or not consecutive, during any 360-day period during the Effectiveness Period (each such event referred to in clauses (i) through (iv)each, a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at a rate per annum during equal to one-quarter of one percent (0.25%) of the 90-aggregate principal amount of the Notes, to and including the 90th day period immediately following the occurrence of any such Registration Default and one-half of one percent (0.50%) of the aggregate principal amount of the Notes from and after the 91st day following such Registration Default. (b) Any amounts to be paid as Additional Interest pursuant to Section 7(a) shall increase by 0.25% per annum at be paid in cash semiannually in arrears, on each interest payment date under the end Indenture to the Person entitled to receive the related payment of each subsequent 90-day period, but in interest under the terms of the Indenture. (c) In no event shall such increases exceed 1.00% per annum. Following the cure Company be required to pay Additional Interest in excess of all the applicable maximum amount of one-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullexist.

Additional Interest. (a) If (i) any of the Exchange Offer Registration Statements required by this Agreement Statement is not filed with the Commission on or prior to forty-five (45) days after the date specified for such filing in this AgreementClosing Date, (ii) any of such the Exchange Offer Registration Statements has Statement or the Shelf Registration Statement, as the case may be, is not been declared effective by within 180 days after the Commission Filing Date (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to Registration, after the date specified for such effectiveness in this Agreement day the filing is required by Section 2 (the “Effectiveness Target Date”a)), (iii) the Registered Exchange Offer has is not been Consummated by consummated on or prior to 40 days after the Exchange Date and no Offer Registration Statement is declared effective, (iv) if the Company is required to file the Shelf Registration Statement has been filed or no in accordance with Section 2, the Company does not so file the Shelf Registration Statement has been declared effective by on or prior to the Commission (or automatically become effective under 30th day after the Securities Act in the case of a Company's obligation to file such Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Statement arises, or (ivv) any the applicable Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail (at any time that the Company is obligated to be usable for its intended purpose (after maintain the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Dayseffectiveness thereof) without being again effective within 30 days or being succeeded immediately within 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that the shall be obligated to pay additional interest rate borne by the ("Additional Interest") to each Holder of Transfer Restricted Securities shall be increased by Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum during on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increases exceed up to a maximum additional rate of 1.00% 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 relating to any particular Transfer Restricted SecuritiesDefaults, the interest rate borne by the relevant Transfer Restricted Securities accrual of Additional Interest will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullcease.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within two Business Days (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that "REGISTRATION DEFAULT"), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of period until all Registration Defaults relating have been cured, up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that no Holder who is not entitled to the benefits of a Shelf Registration Statement shall be entitled to receive additional interest by reason of a Registration Default that pertains to a Shelf Registration Statement and no Holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchasers shall be entitled to additional interest by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consum- mation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any particular securities for which additional interest are due cease to be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (a) If: (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for one hundred and eightieth (180th) day following the Stockholder Approval Date, such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no initial Shelf Registration Statement has been filed or no Shelf Registration Statement has been is not declared effective by the Commission Commission, or (or automatically become effective under ii) after the Securities Act in the case effectiveness date of a any Shelf Registration Statement, (A) within 30 Business Days after the Effectiveness Target Date or (iv) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose the offer and sale of Registrable Securities (after other than due to a Suspension Period), and the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of Company fails to file (and have declared effective), within five (5) Business Days) without being succeeded immediately by , a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (B) the Suspension Periods exceed ninety (90) calendar days, whether or not consecutive, in any 12-month calendar period, or (iii) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself immediately declared effective not solely due to the failure of a Holder of Registrable Securities to perform its obligations set forth in Section 3(a)(i) hereof (each such event referred to in clauses of (i) through (iv), iii) a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% required to pay additional interest (“Additional Interest”) with respect to the Securities then outstanding that are Registrable Securities, from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at a rate per annum equal to an additional one-quarter of one percent (0.25%) per annum of the Applicable Amount during the first 90 days following the date of a Registration Default and increasing at the end of such 90-day period by an additional one-quarter of one percent (0.25%) per annum to a maximum amount of one-half of one percent (0.50%) per annum. The Company shall notify the Trustee as promptly as possible, but in no event later than three (5) Business Days after each and any date on which a Registration Default occurs. The requirement of the Company to pay Additional Interest ceases on the day such Registration Default is cured. (b) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid by wire transfer of immediately available funds or by federal funds check on the first interest payment date in respect of the Securities following the date on which such Additional Interest begins to accrue. (c) A Registration Default pursuant to paragraph (a)(ii) or (iii) above may not occur during any Suspension Period, and any Registration Default pursuant to paragraph (a)(ii) or (iii) above in existence at the commencement of any Suspension Period shall be tolled and the Additional Interest rate shall not be increased because of such Registration Default during such Suspension Period. Notwithstanding anything herein to the contrary, during the occurrence of any Registration Default Defaults, offers and sales of transfer restricted Securities pursuant to the Shelf Registration Statement shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in be prohibited. (d) In no event shall such increases exceed 1.00% per annum. Following the cure of all Registration Defaults relating Holders who have converted Securities into Common Stock be entitled to receive any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations Additional Interest with respect to such security Common Stock or the issue price of the Securities converted. (e) The Additional Interest as set forth in this Section 7 shall have been satisfied be the exclusive cash remedy available to the Holders of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in fullexcess of the applicable maximum amount of one-half of one percent (0.5%) per annum as set forth above, or eight and one-half percent (8.50%) per annum when combined with the stated interest on the Securities, regardless of whether one or multiple Registration Defaults exist.

Additional Interest. If (ia) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (iib) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iiic) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within five business days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”) (provided ), then the Company agrees that the it will pay additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default Company Debenture at any one time), the Company hereby agrees that the interest a rate borne by the Transfer Restricted Securities shall be increased by of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following Additional interest may be deferred at the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations option of the Company and in compliance with the Guarantors provisions of the Indenture relating to interest payments. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (d) above, the additional interest payable with respect to the Company Debenture as a result of such clause (a), (b), (c) or (d), as applicable, shall cease. All accrued additional interest shall be paid on the Company Debenture, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the preceding paragraph Indenture, the Company Debenture and the Exchange Company Debenture. Notwithstanding the fact that are outstanding with respect to any Transfer Restricted Security at the time such security Company Debenture ceases to be a Transfer Restricted Security Security, all obligations of the Company to pay additional interest with respect to the Company Debenture shall survive until such time as all such obligations with respect to such security the Company Debenture shall have been satisfied in full.

Additional Interest. If (a) Additional Interest (“Additional Interest”) shall accrue on each Transfer Restricted Security if either of the following events occur (each such event in clauses (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, and (ii) any of such below being herein called a “Registration Statements has not been declared effective by the Commission Default”): (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (ivi) any Registration Statement required by this Agreement is filed and not declared effective but shall thereafter cease by the Commission on or prior to be effective or fail to be usable for its intended purpose the applicable Effectiveness Deadline; or (ii) on and after the consummation of the Exchange Offer applicable Effectiveness Deadline (plus an additional 30 days in the case respect of the Exchange Offer Registration Statement), any Registration Statement for a period in excess of five Business Daysrequired by this Agreement has been declared effective by the Commission but (A) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures thereafter ceases to be effective or (B) such failure and that is itself immediately declared effective (each such event referred Registration Statement or the related prospectus ceases to be usable in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the connection with resales of Transfer Restricted Securities may of such series during the periods specified herein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not accrue under more than one misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder or (3) of a Suspension Event by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default at whatever the reason for any one time), such event and whether it is voluntary or involuntary or is beyond the control of the Company hereby agrees that the interest rate borne or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on each Transfer Restricted Securities Security, over and above interest at the regular rate stated in the title thereof, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have ceased to be increased by continuing, such Additional Interest to accrue at the rate of 0.25% per annum during to and including the 90-90th day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end rate of each subsequent 90-day period, but in no event shall such increases exceed 1.000.50% per annumthereafter (the “Additional Interest Rate”). Following the cure of all Registration Defaults relating Additional Interest will cease to any particular Transfer Restricted Securitiesaccrue. (b) A Registration Default referred to in Section 7(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the interest rate borne by the relevant Transfer Restricted Securities will be reduced Company is proceeding promptly and in good faith to the original interest rate borne by amend or supplement such Transfer Restricted SecuritiesShelf Registration Statement and related prospectus to describe such events; provided, however, that, that in any case if after any such reduction in interest rate, a different Registration Default occursoccurs for a continuous period in excess of 30 days, Additional Interest shall accrue in accordance with the above paragraph from the date of such Registration Default until such Registration Default ceases. (c) Notwithstanding the foregoing, the interest rate borne by the relevant Company shall not be required to pay any Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities shall again be increased pursuant if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the foregoing provisions. All obligations of extent the Company and reasonably determines that such information is required to be included therein by applicable law, (ii) the Guarantors set forth FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the preceding paragraph that are outstanding agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective. (d) Additional Interest will be payable in cash on the regular interest payment dates with respect to any the Securities and in the same manner and to the same persons as interest on the Securities. The amount of Additional Interest payable at a particular Additional Interest Rate will be determined by multiplying such Additional Interest Rate by the principal amount of the Transfer Restricted Security at Securities and further multiplied by a fraction the time numerator of which is the number of days such security ceases to be Additional Interest Rate was applicable (determined on the basis of a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full360-day year comprised of twelve 30-day months) and the denominator of which is 360.

Additional Interest. (a) If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease is withdrawn by the Issuer or becomes subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose (after the consummation Section 8(d) of the Exchange Offer U.S. Securities Act suspending the effectiveness of such registration statement (except as specifically permitted in the case of the Exchange Offer Registration Statement for a this Agreement, including during any blackout period in excess of five Business Days) permitted hereunder without being succeeded immediately by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself immediately declared effective within 60 days of such suspension) (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided ), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer-Restricted Securities additional interest in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer-Restricted Securities held by such Holder for the period of time that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), continues for the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest for all Registration Defaults of 1.00% per annum on the outstanding principal amount of Transfer-Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer-Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. (b) A Registration Default referred to in Section 5(a) hereof shall be deemed not to have occurred or be continuing in relation to a Registration Statement or the related prospectus if (i) such increases exceed 1.00% per annum. Following the cure Registration Default has occurred as a result of all Registration Defaults a material event or events relating to any particular Transfer Restricted Securitiesthe Company or the Guarantors that the Company has determined in good faith and based on the advice of counsel would need to be disclosed in such Registration Statement or the related prospectus and the Company determines in good faith that such disclosure would adversely affect it (or a proposed transaction it is seeking to engage in) and (ii) the Company has provided, the interest rate borne by the relevant Transfer Restricted Securities will or caused to be reduced provided, written notice to the original interest rate borne by Holders that such Transfer Restricted Securitiesan event or events have occurred and that a Registration Default would have occurred but for the provisions of this Section 5(b); provided, however, that, that in any case if after any such reduction in interest rate, a different Registration Default occursoccurs for a continuous period in excess of 45 days, additional interest shall be payable in accordance with this Section 5 from and including the 45th day after such Registration Default originally occurred. (c) All accrued additional interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant paid to the foregoing provisionsHolders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All 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 set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of additional interest shall be the only remedy available to holders of Notes for any Registration Default.

Additional Interest. If (ia) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (iib) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iiic) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Period or Shelf Period, as applicable, without being succeeded immediately by a post-effective amendment to such or an additional Registration Statement that cures such failure and that is itself immediately causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable (each such event referred to in clauses (ia) through (ivd), a “Registration Default”) (provided that ), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.20 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease on the date of such increases exceed 1.00% per annumcure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. Following All accrued additional interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full. A Holder of Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement.

Additional Interest. If (a) The Company and the Dealer Manager agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof as applicable and that it would not be feasible to ascertain the extent of such damages with precision. The Company will pay additional cash interest (the "Additional Interest") on the applicable Exchange Notes and Registrable Notes, subject to certain exceptions: (i) any of if the Company fails to file an Exchange Offer Registration Statements required by this Agreement is not filed Statement with the Commission on or prior to the date specified for such filing in this Agreement, 90th day after the Issue Date; (ii) any of such if the Exchange Offer Registration Statements has Statement is not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (180th day after the “Effectiveness Target Issue Date”), ; (iii) if the Registered Exchange Offer has is not been Consummated by consummated on or before the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days 30th day after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for is declared effective; (iv) if obligated to file the Shelf Registration Statement, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 45th day after the date (the "Shelf Filing Date") on which the Shelf Filing Event arises; (v) if obligated to file a period in excess of five Business DaysShelf Registration Statement, and the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date; or (vi) without being succeeded immediately by a post-effective amendment to after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, such Registration Statement that cures such failure and that is itself immediately declared thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses (i) through (ivvi), a “"Registration Default”) (provided that "), from and including the additional interest date on the Transfer Restricted Securities may not accrue under more than one which any such Registration Default at any one time), shall occur to but excluding the Company hereby agrees that date on which all Registration Defaults have been cured. The rate of the interest rate borne by the Transfer Restricted Securities shall Additional Interest will be increased by 0.25% per annum during for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured at which point it will reset the coupon rate, up to a maximum additional interest rate of 1.0% per annum from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Registrable Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act. Such Additional Interest will be in no event shall such increases exceed 1.00% per annumaddition to any other interest payable from time to time with respect to the Exchange Notes and Registrable Notes. Following If, after the cure of all Registration Defaults relating to any particular Transfer Restricted Securitiesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by of Additional Interest for such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company and the Guarantors set forth rate in the preceding paragraph that are outstanding effect with respect to any Transfer Restricted Security prior Registration Default at the time of cure of such security ceases Registration Default. Notwithstanding the foregoing (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be a Transfer Restricted Security shall survive until such time as all such obligations entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs. Any amounts of Additional Interest due pursuant to clauses (a)(i) through (a)(vi) of this Section 4 will be payable in cash on the regular interest payment dates (each, an "Additional Interest Payment Date"), commencing with the first such security shall have been satisfied date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Additional Interest Payment Date following such Registration Default in fullthe case of the first such payment of Additional Interest (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and then multiplying such figure by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (a) The parties hereto agree that the holders of Transfer Restricted Notes will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) any of the applicable Registration Statements required by this Agreement Statement is not filed with the Commission SEC on or prior to the date specified herein for such filing in this Agreementfiling, (ii) any of such the applicable Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) SEC on or prior to the date specified herein for such effectiveness in this Agreement (the “Effectiveness Target Date”)after such obligation arises, (iii) if the Exchange Offer is required to be consummated hereunder, the Company has not been Consummated by exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Date and no Shelf Registration Statement has been filed Offer by or no Shelf Registration Statement has been declared effective by on the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Consummation Date or (iv) any except during a Shelf Blackout Period, the applicable Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of in connection with the Exchange Offer in the case or resales of the Exchange Offer Registration Statement for Transfer Restricted Notes during a period in excess of five Business Days) without being succeeded immediately by a post-which it is required to be effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective hereunder (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities shall be increased by 0.25% per annum during Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of any such Registration Default and shall increase Default, by 0.25% per annum at the end of and will increase by an additional 0.25% per annum with respect to each subsequent 90-day periodperiod until such Registration Default has been cured, but in no event shall such increases exceed 1.00up to a maximum amount of 1.5% per annumannum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to other indenture under which any Transfer Restricted Security at Notes are issued) immediately upon the time happening of each and every Registration Default. The Company shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such security ceases other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullNotes by reason of the happening of any Registration Default.

Additional Interest. If (a) If: (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this AgreementShelf Filing Deadline, a Shelf Registration Statement has not been filed with the Commission; (ii) any of such on or prior to the Effectiveness Target Date, the initial Shelf Registration Statements Statement has not been declared effective by the Commission (and include, without limitation, any information with respect to an Election Holder that has properly completed, executed and delivered an Election and Questionnaire prior to or automatically become on the 20th calendar day after such Holder's receipt thereof that is required so that such Holder is n▇▇▇▇ ▇s a selling securityholder in the initial Shelf Registration Statement and is permitted to deliver the Prospectus forming a part thereof to purchasers of such Holder's Registrable Securities); (iii) after the Effective Time of any Shelf Registration Statement, such Shelf Registration Statement ceases to be effective under or usable for the offer and sale of Registrable Securities Act (other than due to a Suspension Period), and the Company fails to file and, in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)post-effective amendment, (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been have declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) effective, within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by , a post-effective amendment to such Shelf Registration Statement, a supplement to the Prospectus contained therein or a report with the Commission pursuant to Section 13(a), 13(c) or 14 of the Exchange Act to make such Shelf Registration Statement that cures effective or such failure and that is itself immediately declared effective Prospectus usable; (iv) prior to or on the 45th calendar day or 60th calendar day, as the case may be, of any Suspension Period, such suspension has not been terminated, or Suspension Periods exceed an aggregate of 90 calendar days in any 360-calendar day period; or (v) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses (i) through (ivv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"REGISTRATION DEFAULT"), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% required to pay additional interest ("ADDITIONAL INTEREST"), from and including the day following such Registration Default to but excluding the earlier of (x) the day on which such Registration Default is cured or (y) the date the Shelf Registration Statement is no longer required to be kept effective (the "REGISTRATION DEFAULT PERIOD"), at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Registrable Securities that are Securities to and including the 90th calendar day following such Registration Default, and one-half of one percent (0.5%) thereof from and after the 91st calendar day following such Registration Default. In the event any Registrable Securities that are Securities are converted into Common Stock during a Registration Default Period, in lieu of Additional Interest, the Company will deliver to the each Holder converting during the 90Registration Default Period 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion ("Additional SHARES"). (b) Any amounts to be paid as Additional Interest pursuant to Section 7(a) hereof shall be paid in cash semi-day period immediately annually in arrears, with the first semi-annual payment due on the first Interest Payment Date following the occurrence date on which such Additional Interest began to accrue, to the Holders in whose name the Securities are registered at the close of business on March 30 or September 30, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. (c) Except as provided in Section 10(a) hereof, the Additional Interest or Additional Shares, as the case may be, as set forth in this Section 7 shall be the exclusive remedy available to the Holders of Registrable Securities for any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in Default. In no event shall the Company be required to pay Additional Interest in excess of a rate per annum equal to one-quarter of one percent (0.25%) of the principal amount of the Registrable Securities that are Securities to and including the 90th calendar day following such increases exceed 1.00% Registration Default, and a rate per annum. Following annum equal to one-half of one percent (0.5%) thereof from and after the cure 91st calendar day following such Registration Default, as set forth in Section 7(a), regardless of all whether one or multiple Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisionsexist. All obligations of the Company and the Guarantors set forth in the preceding paragraph this Section 7 that are outstanding with respect to any Transfer Restricted Registrable Security at the time such security ceases to be a Transfer Restricted Registrable Security shall survive until such time as all such obligations with respect to such security Registrable Security shall have been satisfied in full. Each Registration Default will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that "), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued additional interest shall be paid to the cure Holders entitled thereto in the manner provided for the payment of all Registration Defaults relating interest in the Indenture on each Interest Payment Date as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which additional interest is due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. (a) If (iA) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this AgreementFiling Deadline or Shelf Registration Filing Deadline, as applicable, (iiB) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (Effectiveness Deadline or the “Shelf Registration Effectiveness Target Date”)Deadline, as applicable, (iiiC) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (ivD) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately within five (5) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within ten (10) business days of filing such post-effective amendment to such Registration Statement (except as permitted in paragraph (c) of this Section 5, such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) (each such event referred to in clauses (iA) through (ivD), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), then the Company hereby agrees that the interest rate borne by the to pay to each Holder of Transfer Restricted Securities shall be increased affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by 0.25% per annum during such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement and/or if applicable the Shelf Registration Statement), in the case of (A) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (B) above, (iii) upon Consummation of the Exchange Offer, in the case of (C) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (D) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (A), (B), (C) or (D), as applicable, shall such increases exceed 1.00% per annumcease. (b) All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Following Notwithstanding the cure of all Registration Defaults relating fact that any securities for which additional interest is due ceases to any particular be Transfer Restricted Securities, all obligations of the Company to pay additional interest rate borne by with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. (c) A Registration Default referred to in Section 5(a)(D) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the relevant Transfer Restricted Securities will be reduced related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Transfer Restricted SecuritiesRegistration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 30 days, a different Registration Default occurs, shall be deemed to have occurred on the 31st day of such Blackout Period and additional interest rate borne by shall be payable in accordance with paragraph (a) of this Section 5 from the relevant Transfer Restricted Securities shall again be increased day such Registration Default occurred until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company and the Guarantors set forth in the preceding paragraph this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) any of the applicable Registration Statements required by this Agreement Statement is not filed with the Commission SEC on or prior to the date specified herein for such filing in this Agreementfiling, (ii) any of such the applicable Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) SEC on or prior to the date specified herein for such effectiveness in this Agreement (the “Effectiveness Target Date”)after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Consummation Date or (iv) any the applicable Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such any additional Registration Statement that cures such failure covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted -------------------- Securities shall be increased by 0.25% per annum during will increase ("Additional Interest"), with respect to the first ------------------- 90-day period immediately following the occurrence of any such Registration Default and shall increase Default, by 0.25% per annum at the end of and will increase by an additional 0.25% per annum with respect to each subsequent 90-day periodperiod until such Registration Default has been cured, but in no event shall such increases exceed up to a maximum amount of 1.00% per annumannum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating the interest rate will revert to any particular the original rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which the Transfer Restricted Securities are issued) immediately upon the happening of each and every Registration Default. The Company shall pay the Additional Interest due on the Transfer Restricted Securities by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Securities, in trust, for the benefit of the holders thereof, prior to l1:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holder entitled to receive the interest rate borne payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by the relevant holders of Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations reason of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to happening of 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 fullRegistration Default.

Additional Interest. If (ia) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (iib) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iiic) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such an additional Registration Statement that cures such failure and that is itself immediately declared which becomes effective (each such event referred to in clauses (ia) through (ivd), a “Registration Default”) (provided that "REGISTRATION DEFAULT"), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued additional interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is are not filed with the Commission on or prior to the date specified for such filing in this AgreementSections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements has have not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement Sections 3(a) and 4(a), as applicable, (the “each, an "Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated within 30 business days, or longer, if required by federal securities laws, after the Effectiveness Target Date with respect to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Offer Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation in connection with resales of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Transfer Restricted Securities without being succeeded immediately within two (2) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company hereby agrees that the and Parent Guarantor, jointly and severally, agree to pay additional interest rate borne by the ("Additional Interest") to each Holder of Transfer Restricted Securities shall be increased adversely affected by 0.25% such Registration Default, in an amount equal to $.05 per annum during week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and Parent Guarantor in no event shall such increases exceed 1.00% per annumthe same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. Additional Interest will be reduced calculated based on the actual number days such Additional Interest was applicable during the week. (b) A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Transfer Restricted SecuritiesRegistration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 30 days, a different Registration Default occurs, shall be deemed to have occurred on the interest rate borne by 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the relevant Transfer Restricted Securities shall again be increased above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company and the Guarantors Parent Guarantor set forth in the preceding paragraph this section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that, if (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail fails to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that ), the Issuers shall pay, as liquidated damages for such Registration Default, additional interest (“Additional Interest”) that shall accrue on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that over and above the interest rate borne by set forth in the title of the Transfer Restricted Securities shall be increased by at the rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and Default. The amount of Additional Interest shall increase by 0.25% per annum at the end of each subsequent 90-day periodperiod until all Registration Defaults are cured, but in no event shall the aggregate amount of such increases Additional Interest exceed 1.00% per annum. Notwithstanding the foregoing, in no event will Additional Interest accrue under more than one of the foregoing clauses (i) through (iv) at any one time. Any such Additional Interest on the relevant Transfer Restricted Securities shall be the exclusive monetary remedy available to the Holders of such Transfer Restricted Securities for any Registration Default, and a Registration Default shall not constitute a default under the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, that if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer (if required) has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the period it is required to be effective pursuant to the terms hereof (after the consummation other than pursuant to an exercise of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business DaysSuspension Rights) without being succeeded immediately within 90 days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within such 90 days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that "), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one affected thereby additional interest (such interest, "Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by Interest") in an amount equal to 0.25% per annum during of the principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of any such Registration Default. The amount of the Registration Default and Interest shall increase by an additional 0.25% per annum at of the end principal amount of Transfer Restricted Securities held by such Holder with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Registration Default Interest of 0.50% per annum of the principal amount of Transfer Restricted Securities held by such Holder; provided that the Company and the Guarantors shall in no event be required to pay Registration Default Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, or (5) if sooner, upon the first date on which no Transfer Restricted Securities remain outstanding, in the case of clauses (i) through (iv) above, the Registration Default Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued Registration Default Interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Registration Defaults relating Default Interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay Registration Default Interest with respect to any Transfer Restricted Security at securities that accrued prior to the time such security ceases securities ceased to be a Transfer Restricted Security Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full. The Company shall be permitted the suspend the use of the Prospectus ("Suspension Right") in connection with a Shelf Registration Statement for one or more periods not to exceed 90 days in any twelve-month period if the Company determines that the continued effectiveness and/or use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Company or any of its Affiliates. A suspension period shall commence on the date that the Company gives notice thereof (which notice need not explain the basis for such suspension) and continue until Holders of Transfer Restricted Notices are advised in writing by the Company that use of the Shelf Registration Statement may be resumed.

Additional Interest. If Subject to Section 4(b) and the Suspension Rights referred to in Section 6(c)(i) below, if (i) any of the Exchange Offer Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement Effectiveness Deadline or the Shelf Registration Statement (if required pursuant to Section 4 hereof) has not become effective on or prior to the “Shelf Effectiveness Target Date”)Deadline, (iiiii) the Exchange Offer has not been Consummated by on or prior to the Consummation Deadline, (iii) the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Offer 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 (after prior to the consummation Consummation of the Exchange Offer in (unless such lack of effectiveness is cured on or prior to the case of Consummation Deadline), or (iv) the Exchange Offer Shelf Registration Statement (if required pursuant to Section 4 hereof) is filed and becomes effective but shall thereafter cease to be effective or fail to be useable in connection with resales of Transfer Restricted Securities for a period of time that exceeds 120 days in excess of five Business Days) without being succeeded immediately by a postthe aggregate in any 12-month period in which it is required to be effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective under this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that ), then the Company agrees to pay to each Holder affected thereby additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by (“Additional Interest”) in an amount equal to 0.25% per annum during for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the Additional Interest shall increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of 0.50% per annum; provided that the Company shall in no event shall be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the declaration of effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement becoming automatically effective), in the case of clause (i) above, (2) upon Consummation of the Exchange Offer, in the case of clause (ii) above, or (3) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared or become effective or made usable, in the case of clauses (iii) and (iv) above, then, in any such increases exceed 1.00% per annum. Following case, the cure of all Registration Defaults relating Additional Interest payable with respect to any particular the Transfer Restricted SecuritiesSecurities as a result of such clause (i), (ii), (iii), or (iv) of this Section 5, as applicable, shall immediately cease and the interest rate borne by with respect to the relevant applicable series of Transfer Restricted Securities will be reduced shall revert to the original interest rate borne by such set forth in the title of the applicable series of Transfer Restricted Securities; provided. All accrued Additional Interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, howeverin the manner provided for the payment of interest in the Indenture, thaton each Interest Payment Date, if after any such reduction as more fully set forth in interest rate, a different Registration Default occursthe Indenture, the interest Initial Notes and the Exchange Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate borne by the relevant principal amount of the applicable series of Transfer Restricted Securities shall again Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding the fact that any securities for which Additional Interest are due cease to be increased pursuant to the foregoing provisions. All Transfer Restricted Securities, all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay Additional Interest with respect to any securities that accrued prior to the time that such securities ceased to be Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of this Section 5 will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the ------------------------- Exchange Offer has not been Consummated by within 150 days after the Closing Date with respect to the Exchange Date and no Shelf Offer Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective prior to the end of the required period or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), the Company and the Subsidiary Guarantors hereby agrees that the -------------------- jointly and severally agree to pay additional interest rate borne by the ("Additional Interest") ------------------- to each Holder of Transfer Restricted Securities shall be increased by 0.25% per annum during with respect to the 90-first 90- day period immediately following the occurrence of any such Registration Default and Default, in an amount equal to 0.25%. The amount of the Additional Interest payable to each Holder shall increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-90- day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of 2.0%. All accrued Additional Interest shall be paid to Record Holders by the Company by wire transfer of immediately available funds or by federal funds check on each Interest Payment Date, as provided in no event shall such increases exceed 1.00% per annumthe Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant accrual of Additional Interest with respect to such Transfer Restricted Securities will be reduced to cease. Without limitation of the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occursforegoing, the interest rate borne by the relevant Additional Interest payable with respect to Transfer Restricted Securities as a result of a Registration Default shall cease to accrue (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (or, if applicable, the Shelf Registration Statement) in the case of (ii) above, (3) upon Consummation of the Exchange Offer in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement that causes the Exchange Offer Registration Statement (or, if applicable, the Shelf Registration Statement) to again be increased pursuant to declared effective in the foregoing provisionscase of (iv) above, as the case may be. All obligations of the Company and the Subsidiary Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full.

Additional Interest. If (i) any of the Issuers fail to file an Exchange ------------------- Offer Registration Statements required by this Agreement 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 filed with declared effective by the Commission on SEC or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified herein for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has is ------------------------- required to be consummated hereunder and the Issuers fail to issue Exchange Securities in exchange for all Securities properly tendered and not been Consummated by withdrawn in the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case Offer within 45 days of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such or the Shelf Registration Statement that cures such failure required to be filed and that is itself immediately 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"), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that --------------------- then the interest rate borne by the Transfer Restricted Registrable Securities (other than the Private Exchange Securities) 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 any such Registration Default and shall increase Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day periodperiod (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, but in no event shall such increases exceed up to a maximum rate of Additional Interest of 1.00% per annum. Following Upon (w) the cure 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 Defaults relating 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 particular Transfer Restricted Securities, accrued amount shall be payable) and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced shall revert to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different no other Registration Default occurshas occurred and is continuing. The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). 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 rate borne by the relevant Transfer Restricted Securities shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Transfer Restricted Security at pay Additional Interest shall be deemed to accrue from and including the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullday following the applicable Event Date.

Additional Interest. (1) If (i) any of the Company fails to file an ------------------- Exchange Offer Registration Statements required by this Agreement 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 filed with declared effective by the Commission on SEC or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified herein for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has is ------------------------- required to be consummated hereunder and the Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not been Consummated by withdrawn in the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case Offer within 45 days of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such or the Shelf Registration Statement that cures such failure required to be filed and that is itself immediately 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"), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that -------------------- then the interest rate borne by the Transfer Restricted Registrable Securities (other than the Private Exchange Securities) 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 any such Registration Default and shall increase Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the end beginning of each subsequent 90-day periodperiod (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, but in no event shall such increases exceed up to a maximum rate of Additional Interest of 1.00% per annum. Following Upon (w) the cure filing 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 Defaults relating 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 particular Transfer Restricted Securities, accrued amount shall be payable) and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced shall revert to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different no other Registration Default occurshas occurred and is continuing. The Company 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 rate borne by the relevant Transfer Restricted Securities shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors paid on such date as set forth in the preceding paragraph Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. Notwithstanding anything in the foregoing to the contrary, the Company shall have no obligation to pay Additional Interest for a period not in excess of 60 days in any twelve month period (the "Blackout Period") in respect of Registrable Securities owned by an Initial Purchaser, if the Board of Directors of the Company determines in its reasonable good faith judgment that are outstanding the registration and distribution of such Regis- trable Securities covered by the Shelf Registration Statement would materially interfere with any pending acquisition or corporate reorganization or other material transaction involving the Company or any of its Subsidiaries or would require disclosure of any other material corporate development that the Company is not otherwise required to disclose, which disclosure would materially adversely affect the Company. The Company will promptly give each Initial Purchaser written notice of such determination and an approximation of the period of the anticipated delay. Each Holder agrees to cease all disposition efforts under such Shelf Registration Statement with respect to Registrable Securities held up by such Initial Purchaser upon receipt of notice of the beginning of any Transfer Restricted Security at Blackout Period. The Company shall provide prompt written notice to 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 fullInitial Purchaser of the end of each Blackout Period.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that ), then the additional interest on Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the affected thereby additional interest rate borne by the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such increases exceed 1.00% per annumcease. Following All accrued additional interest shall be paid to the cure Holders entitled thereto, in the manner provided for the payment of all Registration Defaults relating interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is are not filed with the Commission on or prior to the date specified for such filing in this AgreementSections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements has have not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement Sections 3(a)(ii) and 4(a)(y), as applicable, (the “each, an "Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated within 30 business days, or longer, if required by federal securities laws, after the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Offer Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation in connection with resales of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that "), the Companies and the Guarantors, jointly and severally, agree to pay additional interest on the ("Additional Interest") to each Holder of Transfer Restricted Securities may not accrue under more than one adversely affected by such Registration Default at any one time)Default, the Company hereby agrees that the interest rate borne by the in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder with respect to the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Companies and the Guarantors in no event shall such increases exceed 1.00% per annumthe same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. Additional Interest shall not accrue under more than one of the Registration Defaults specified in clauses (i) through (iv) above at any one time. (b) A Registration Default referred to in Section 5(a)(iv) shall be reduced deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne Companies or the Guarantors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Companies or the Guarantors that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Companies are proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Transfer Restricted SecuritiesRegistration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 45 days, a different Registration Default occurs, shall be deemed to have occurred on the interest rate borne by 46th day of such Blackout Period and Additional Interest shall be payable in accordance with the relevant Transfer Restricted Securities shall again be increased above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Companies is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 60 days in the aggregate of any 12-month period. All payment obligations of the Company Companies and the Guarantors set forth in the preceding paragraph this section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Issuer fails to file an Exchange Offer Registration Statements required by this Agreement 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 filed with declared effective by the Commission SEC on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified herein for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not been Consummated by withdrawn in the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case Offer within 45 days of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such or the Shelf Registration Statement that cures such failure required to be filed and that is itself immediately 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”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that then the interest rate borne by the Transfer Restricted Registrable Securities (other than the Private Exchange 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 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 any such Registration Default and shall increase Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day periodperiod (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, but in no event shall such increases exceed up to a maximum rate of Additional Interest of 1.00% per annum. Following Upon (1) the cure 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), (2) 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), (3) the issuance of Exchange Securities in exchange for all Registration Defaults relating to any particular Transfer Restricted 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 (4) 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 borne by on the relevant Transfer Restricted Securities will be reduced shall revert to the original interest rate borne 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 such Transfer Restricted depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities; provided, however, that, if after any such reduction issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Securities entitled to receive the interest rate borne by the relevant Transfer Restricted Securities shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Transfer Restricted Security at pay Additional Interest shall be deemed to accrue from and including the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullday following the applicable Event Date.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a) of this Agreement, as applicable, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement Section 3(a) and 4(a), as applicable (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after during the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) specified therein without being succeeded immediately within 5 business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time"), then the Company hereby agrees that the interest rate borne by the to pay to each Holder of Transfer Restricted Securities Securities, as additional amounts for such Registration Default, additional interest ("Additional Interest"), in addition to the Base Interest, which Additional Interest shall be increased by accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25a rate of 0.50% per annum thereafter for any remaining time at the end of each subsequent 90-day period, but in no event shall such increases exceed 1.00% per annum. Following the cure of period until all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securitieshave been cured; provided, however, that, that if after any all such reduction in interest rateRegistration Defaults have been cured, 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 anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Note shall have been satisfied in full.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is are not filed with the Commission on or prior to the date specified for such filing in this AgreementSections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements has have not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement Sections 3(a) and 4(a), as applicable, (the each, an “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days business days, or longer, if required by federal securities laws, after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation in connection with resales of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) Transfer Restricted Securities without being succeeded immediately within two (2) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that ), the Issuers agree to pay additional interest on the (“Additional Interest”) to each Holder of Transfer Restricted Securities may not accrue under more than one adversely affected by such Registration Default at any one time)Default, the Company hereby agrees that the interest rate borne by the in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder with respect to the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $.50 per week per $1,000 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. All accrued Additional Interest shall such increases exceed 1.00% per annumbe paid to Record Holders by the Issuers in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. Additional Interest will be reduced calculated based on the actual number of days such Additional Interest was applicable during the week. (b) A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Issuers are proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Transfer Restricted SecuritiesRegistration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 30 days, a different Registration Default occurs, shall be deemed to have occurred on the interest rate borne by 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the relevant Transfer Restricted Securities shall again be increased above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Issuers are no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company and the Guarantors Issuers set forth in the preceding paragraph this section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this AgreementFiling Deadline or the Shelf Effectiveness Deadline, as applicable, (ii) any of such the Exchange Offer Registration Statements Statement has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Exchange Offer Registration Statement Effectiveness Target Date”)Deadline, (iii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the Shelf Effectiveness Deadline, as applicable, (iv) the Exchange Offer has not been Consummated by the Consummation Deadline with respect to the Exchange Date and no Shelf Offer Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days after the Effectiveness Target Date or (ivv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a period in excess of five Business Days) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), then the Company hereby agrees that to pay to each Holder affected thereby additional interest in an amount equal to a per annum rate of 0.25% on the interest rate borne by the principal amount of Transfer Restricted Securities shall be increased held by 0.25% per annum during such Holder while the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default and shall increase Default, with such rate increasing by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of additional interest for all Registration Defaults of 0.5% per annum of the principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, if applicable, in the case of clause (iii) above, (4) upon Consummation of the Exchange Offer, in the case of clause (iv) above, or (5) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (v) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv) or (v), as applicable, shall cease. All accrued additional interest shall be paid by the Company (or the Company will cause the Paying Agent to make such increases exceed 1.00% per annumpayment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on the next scheduled Interest Payment Date, as more fully set forth in the Indenture, the Additional Notes and the Exchange Notes. Following All accrued additional interest shall be computed in the cure manner provided for the computation of all Registration Defaults relating interest in the Indenture. Notwithstanding the fact that any securities for which additional interest are due cease to any particular be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay additional interest with respect to any securities that accrued prior to the time that such securities ceased to be Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.