Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, or (iii) 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 time periods specified in this Agreement 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”). 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 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 become automatically effective) on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this AgreementExchange Offer Registration Statement, or (iiiiv) 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 time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the Company or the Co-Issuer without further registration under the Securities Act and (z) the date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company Company, the Co-Issuer 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 required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to within 360 days after the date specified in this Agreement, Closing Date or (iiiii) 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 time periods specified in this Agreement 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 and (iiiii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4 (a) hereof. 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. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this AgreementExchange Offer Registration Statement, or (iii) 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 time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (each such amountincrease, the “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security and (z) the date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company Company, the Co-Issuer 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 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 Issuers fail to fulfill their 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 SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness in this Agreementafter such obligation arises, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the date specified in this Agreement, terms of the Exchange Offer by the Consummation Date or (iiiiv) 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 during the time periods specified in this Agreement 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 (iiiiv), a “"Registration Default”"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities will increase ("Additional Interest"), with respect to which the Registration Default relates 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 further increase Default, by 0.250.50% per annum at the end of and will increase by an additional 0.50% 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 in the aggregate 1.00up to a maximum amount of 2% per annum (such amount, “Additional Interest”)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 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 required by this Agreement has not been filed within 15 days after the 10-K Filing Date, (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on (or prior to become automatically effective) within 120 days after the date specified for such effectiveness in this Agreement10-K Filing Date, (iiiii) the Exchange Offer has not been Consummated on or prior within 160 days after the 10-K Filing Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security and (z) the date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesSecurities and the accrual of Additional Interest will cease with respect to such Transfer Restricted Security; provided, however, thatthat if, 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 accrued Additional Interest will be paid by the Company and the Guarantors on each interest payment date to the Holder in the same manner as interest is paid under the Indenture. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the preceding first paragraph of 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 obligations with respect to such 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 on or before the date specified herein for such filing, (b) the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, has not been declared effective by the Commission SEC or has not otherwise become effective under the 1933 Act on or prior to the date deadlines for effectiveness specified for such effectiveness in Section 2.1 and Section 2.2 of this AgreementAgreement (the “Effectiveness Target Date”), (iic) the Company fails to consummate the Registered Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, Registration Statement or (iiid) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement, as applicable, is filed and declared or becomes effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities during the time periods specified in this Agreement 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 (ia) through (iii)d) above, a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates 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 further 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 in the aggregate 1.00% one half of one percent per annum (such amount, “Additional Interest”)annum. Following the cure of all Registration Defaults relating Defaults, the accrual of Additional Interest will cease. 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 (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date that is specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreementthat is 270 days following the Closing Date, or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the "EFFECTIVENESS TARGET DATE"), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified in this Agreement for effectiveness 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 and the Guarantors are required to keep effective pursuant to Section 4 hereof, the Company may suspend such Shelf Registration Statement if the Company determines, in its reasonable judgment and after seeking the advice of counsel to the Company, 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 or any of the Guarantors, so long as (A) the Company does not suspend the Shelf Registration Statement more than twice in any 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”). 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."REGISTRATION

Additional Interest. If (i) the Company and the Guarantors fail to file with the Commission any of the Registration Statements required by this Agreement on or prior to the date specified for such filing in this Agreement, (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Company and the Guarantors fail to Consummate the Exchange Offer has not been Consummated on or prior to within 270 days of the date specified in this Agreement, Closing Date or (iiiiv) 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 in connection with resales or exchanges, as applicable, of Transfer Restricted Securities during the time periods specified in required under this Agreement 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 (iiiiv), a “Registration Default”), as liquidated damages for such Registration Default, the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day periodperiod (such increases, “Additional Interest”), but in no event shall such increases exceed in the aggregate 1.00% per annum in the aggregate. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record of Transfer Restricted Securities on the relevant regular record date. As of the earlier of (such amount, “Additional Interest”). Following x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities and (y) the particular Transfer Restricted Securities having ceased to be Transfer Restricted Securities, the accrual of Additional Interest shall cease and 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. Additional Interest will accrue and be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may exist at such time. The accrual of Additional Interest shall be the sole and exclusive remedy available to the Holders of Transfer Restricted Securities for any Registration Default, and a Registration Default shall not constitute a default under the Indenture. 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 required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the Exchange Date with respect to the Exchange Offer Registration Statement, (ii) 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, Agreement or (iii) 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 time periods specified in this Agreement 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 a reasonable time after filing (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Registrable Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum annum. Registration Defaults shall be cured on the date that: (i) the Initial Notes may be sold pursuant to Rule 144 under the Securities Act (but not Rule 144A) without regard to volume or other restrictions, provided that the Company shall have removed or caused to be removed any restrictive legend on such amount, “Additional Interest”)Initial Notes; or (ii) is three years after the Closing Date; or (iii) the Exchange Offer is Consummated; or (iv) a Shelf Registration Statement is declared effective under the Securities Act. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Registrable Securities, the interest rate borne by the relevant Transfer Restricted Registrable Securities will be reduced to the original interest rate borne by such Transfer Restricted Registrable 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 Registrable Securities shall again be increased pursuant to the foregoing provisions. The period during which such Additional Interest shall accrue shall be prorated for any partial periods. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of 12 30-day months and the actual number of days on which Additional Interest accrued during such period. Notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Section 5 if such Holder has not provided all registration information to the Company pursuant to Section 4(c). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a an 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 required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Shelf Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to within 360 days of the date specified in this Agreement, Closing Date or (iiiiv) 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 time periods specified in required under this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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; provided that no obligations set forth in the preceding paragraph will continue to accrue after such security ceases to be a Transfer Restricted Security.

Additional Interest. If (i) any of the Exchange Offer has not been Consummated within 270 days after the Closing Date, (ii) a Shelf Registration Statements Statement, if required by this Agreement hereby has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, Agreement or (iii) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the purpose, at any time periods specified in at which it is required to be effective under this Agreement Agreement, 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, 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 to remit unpaid amounts of Additional Interest required to be paid by the Company and the Guarantors set forth in accordance with the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such 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) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Shelf Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to within 390 days of the date specified in this Agreement, Closing Date or (iiiiv) 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 time periods specified in required under this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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; provided that no obligations set forth in the preceding paragraph will continue to accrue after such security ceases to be a Transfer Restricted Security.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the last date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the last date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified (except as specifically permitted herein, including with respect to any Suspension Period as provided in this Agreement Section 6(a) hereof) 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates Notes shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes and (y) the day on which there are no outstanding Transfer Restricted Notes, the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesNotes; 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 Notes shall again be increased pursuant to the foregoing provisions. Notwithstanding any of the foregoing, any Registration Default will be deemed to have ended (and no Registration Default shall subsequently be deemed to occur) (a) during any Suspension Period or (b) when the Initial Notes are no longer Transfer Restricted Notes. For the avoidance of doubt, the consummation of the Exchange Offer shall be deemed to cure all Registration Defaults. All obligations of the Company and the Guarantors set forth in the preceding paragraph that 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 Note shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Notes that has not timely delivered all information to the Company pursuant to Section 4(b) hereof shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement following the time such Holder elects not to include information or following the deadline to timely deliver information to the Company pursuant to Section 4(b) hereof. It is acknowledged that the interest rate increase set forth in this section is the sole remedy for any default under this Agreement.

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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates Notes shall be increased by 0.25% $0.05 per annum week per $1,000 principal amount of Notes during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% $0.05 per annum week per $1,000 principal amount at the end of each subsequent 90-day period, but in no event shall the total of all such increases exceed in the aggregate 1.00% $0.30 per annum (such amount, week per $1,000 principal amount of Notes. Any additional interest payable pursuant to this Section 5 is herein referred to as “Additional Interest” or “Liquidated Damages”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes, the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesNotes; 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 Notes 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 Note 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to the date specified for such Consummation in this Agreement, Agreement or (iiiiv) 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 time periods applicable period specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective effective, subject to the provisions of Section 4(c) of this Agreement (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, and after such 90-day period, if such Registration Default and has not yet been cured, the interest rate borne by the Transfer Restricted Securities shall further increase by an additional 0.25% per annum at with respect to the end of each next subsequent 90-day period; provided, but however, in no event shall such increases any increase exceed in the an aggregate 1.00of 0.50% per annum (such amount, “Additional Interest”)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 from the date of such cure 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 Cross 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 required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Exchange Offer has not been Consummated on or prior to within 360 days after the date specified in this Agreement, Closing Date or (iiiiv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement without being succeeded immediately as promptly as reasonably practicable by a post-effective amendment to such Shelf Registration Statement or prospectus supplement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate up to a maximum rate of 1.00% per annum (such amount, “Additional Interest”)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 Subject to the Issuers ability to declare Suspension Periods with respect to clause (iv) 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 305 Business Days after the Closing Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 (each such event referred to in clauses (i) through (iv), a “Registration Default”; provided, however, that in the time periods specified in this Agreement without being case of clause (iv), such Registration Default shall be deemed not to have occurred and be continuing if such Registration Default is succeeded immediately promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 30 days; and provided, further, that in the case of clause (each iv) if such event referred to Registration Default occurs for a continuous period in clauses (i) through (iii), a “excess of 30 days of such Registration Default”, Additional Interest shall be payable in accordance with this Section 5 from the day such Registration Default occurs until such Registration Default is cured), the Company Issuers hereby agrees that agree to pay to each holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) in an amount equal to 0.25% per annum of the interest rate borne by aggregate principal amount of the Transfer Restricted Securities to which outstanding for the period of occurrence of the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any until such time as no Registration Default and is in effect, which rate shall further increase by 0.25% per annum at the end of for each subsequent 90-day periodperiod during which such Registration Default continues, but in no event shall such increases rate exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest will cease to accrue from the date of such cure 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 Securities; provided, however, that, if after any the date on which 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. 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 required by this Agreement 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 390 days after the Closing Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but but, at any time prior to the date which is two years after the Closing Date, shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.250.25 % per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day periodperiod (such increase “Additional Interest”), but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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. In no event shall the Company be required to pay Additional Interest for more than one Registration Default at any given time. 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 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to within 260 days after the date specified in this Agreement, Closing Date or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company Partnership hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.000.50% per annum (such amount, “Additional Interest”)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 Partnership 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 required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this AgreementExchange Offer Registration Statement, or (iii) 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 time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (each such amountincrease, the “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security and (z) the date that is two years after the Existing Notes Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company Company, the Co-Issuer 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 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 40 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified a period in this Agreement which it is required to be effective hereunder 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 within seven Business Days of such filing declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.250.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.250.50% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.001.50% per annum (such amount, “Additional Interest”)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 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 required by this Agreement 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 390 Business Days after the Closing Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but but, at any time prior to the date which is two years after the Closing Date, shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.250.25 % per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Exchange Offer has not been Consummated on or prior to within 360 Business Days after the date specified in this Agreement, Closing Date or (iiiiv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement without being succeeded immediately as promptly as reasonably practicable by a post-effective amendment to such Shelf Registration Statement or prospectus supplement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate up to a maximum rate of 1.00% per annum (such amount, “Additional Interest”)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 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose during the time periods specified in effective under this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.000.50% per annum (such amount, “Additional Interest”)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. (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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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. (a) If (i) any of the Registration Statements required by this Agreement has are not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementSections 3(a) and 4(a), as applicable, (iiiii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreementwithin 30 business days, or longer, if required by federal securities laws, after the Exchange Offer Registration Statement has been declared effective or (iiiiv) 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 time periods specified in this Agreement connection with resales of 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 (iiiiv), a “"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 adversely affected by such Registration Default, in an amount equal to which $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the Registration Default relates 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 Additional Interest shall further 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 in no event 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 such increases exceed be paid to Record Holders by the Company and the Subsidiary Guarantors in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 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 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 on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Exchange Offer has not been Consummated on or prior to within 30 Business Days after the date specified in this Agreement, Exchange Offer Registration Statement has become effective or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 (ia) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the last date specified for such filing in this Agreement, (b) any of such Registration Statements has not been declared effective by the Commission on or prior to the last date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iic) the Exchange Offer has not been Consummated on or prior within 45 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiid) 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 time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (in each case, except as specifically permitted herein, including with respect to any Suspension Period as provided in Section 6(c) hereof) (each such event referred to in clauses (ia) through (iiid), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates Notes shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes and (y) the day on which there are no outstanding Transfer Restricted Notes, the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesNotes; 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 Notes 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 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 note shall have been satisfied in full. Notwithstanding the foregoing, (a) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending, (b) a Holder of Transfer Restricted Notes that has not timely delivered all information to the Company pursuant to Section 4(b) hereof shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement following the time such Holder elects not to include information or following the deadline to timely deliver information to the Company pursuant to Section 4(b) hereof, and (c) any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, its Transfer Restricted Notes in the Exchange Offer will not be entitled to receive any additional interest.

Additional Interest. If (i) the Exchange Offer has not been Consummated within 365 days after the Closing Date, (ii) any of the Shelf Registration Statements Statement required by this Agreement has not been filed or declared effective by the Commission on or prior to the date specified for such filing or effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, Agreement or (iii) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement 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 (iii), a “Registration Default”), the Company Issuer hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day periodperiod if, at such time, such Registration Default has not been cured, but in no event shall any such aggregate increases exceed in the aggregate a maximum rate 1.00% per annum (such amount, “Additional Interest”)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 Issuer 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 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the "Effectiveness Target Date"), (ii) regardless of the Exchange Offer has not been Consummated reasonableness of any efforts made by or on or prior behalf of the Issuer to the date specified in this Agreementcause such Registration Statement to become effective), or (iii) 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 time periods specified in this Agreement 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 (iii), a “"Registration Default”"), the Company Issuer and the Guarantor, jointly and severally, hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.250.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.002.00% per annum (such amount, “Additional Interest”)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 Issuer and the Guarantors Guarantor 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 (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iii) 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 time periods specified in this Agreement 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 either (i) any of by the Exchange Date, neither the Shelf Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior Commission, nor has an Exchange Offer been Consummated with respect to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this AgreementRegistration Statement, if so required hereunder or (iiiii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter thereafter, at a time the Registration Statement is required to remain effective, cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement (other than pursuant to a Blackout Period) 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 (iiiii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during for the 90-first 90 day period beginning on the day immediately following the occurrence of any such Registration Default and shall further increase thereafter, by an additional 0.25% per annum at with respect to each 90 day period that elapses before Additional Interest ceases to accrue; provided that the end of each subsequent 90-day period, but aggregate increase in such annual interest rate may in no event shall such increases exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”). Following At the cure of all Registration Defaults relating to any the 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 the Exchange Offer Registration Statement required by Section 3(a) of this Agreement (A) is not filed with the Commission on or prior to the dates specified therein for such filing or (B) not been declared effective by the Commission on or prior to the date specified therein for such effectiveness, (ii) such Exchange Offer has not been Consummated within 30 Business Days after the effectiveness of the Exchange Offer Registration Statements Statement, (iii) any Shelf Registration Statement required by this Agreement to be filed pursuant to Section 4(a)(ii) hereon has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, therein or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective as required hereunder or fail to be usable for its intended purpose during the time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such 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 60 days in any twelve-month period) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased (such additional interest, “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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. 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 in respect of such Transfer Restricted Security that would otherwise accrue subsequent to the date the Exchange Offer is Consummated pursuant to this Section 5.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the last date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the last date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified (except as specifically permitted herein, including with respect to any Suspension Period as provided in this Agreement Section 6(a) hereof) 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 (iiiiv), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities and (y) the day on which there are no outstanding 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 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuers pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement following the time such Holder is no longer entitled to the benefits of such Shelf Registration Statement (e.g., such time as the Holder elects not to include information or following the deadline to timely deliver information to the Issuers pursuant to Section 4(b) hereof).

Additional Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date that is specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreementthat is 180 days following the Closing Date, or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to within 240 days after the date specified in this Agreement, Closing Date or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates Notes shall be increased by 0.25% per annum during the 90180-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.001.50% per annum (such amount, “Additional Interest”)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 Notes will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesNotes; 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 Notes 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 Note at the time such security ceases to be a Transfer Restricted Security Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement has on or before the date specified for such filing in this Agreement, (ii) any of such Registration Statements is not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement(the "Target Effectiveness Date"), (iiiii) the Company fails to Consummate the Exchange Offer has not been Consummated on or prior within 30 Business Days of the Target Effectiveness Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities during the time periods specified in this Agreement 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 a five Business Day period after filing such post-effective amendment (each such event referred to in clauses (i) through (iiiiv) above, a "Registration Default"), a “Registration Default”), then commencing on the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall date on which such increases exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”). 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 Senior Notes shall again be increased pursuant by one-half of one percent per annum for the 90-day period following such Registration Default, which rate will increase by one-half of one percent per annum with respect to each subsequent 90-day period up to a maximum of one and one half percent (1.50%) per annum until such Registration Default is cured ("Additional Interest"). Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the foregoing provisionsoriginal rate. All accrued Additional Interest shall be paid to Cede & Co., as nominee of the Depository Trust Company (the "Global Security Holder") by wire transfer of immediately available funds or by federal funds check and to Holders of Definitive Securities by mailing checks to their registered addresses by the Company on each Interest Payment Date. 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 either (ia) any of the Exchange Offer Registration Statements Statement has not been filed within 180 days after the Closing Date, the Exchange Offer has not been Consummated by the Exchange Date or a Shelf Registration Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness filing in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, Agreement or (iiib) 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 time periods specified in this Agreement 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 (ia) through and (iiib), a “Registration Default”), the Company Issuer and the Guarantors hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of for each subsequent 90-day periodperiod (such increase, “Additional Interest”, but in no event shall such the total of all such increases exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”annum). Following At the earlier of (i) the cure of all Registration Defaults relating to any the particular Transfer Restricted SecuritiesSecurities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, 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 references in the Indenture to “interest” include the Additional Interest payable pursuant to this Section 5, and all accrued Additional Interest shall be payable to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, as more fully set forth in the Indenture and the Securities. All obligations of the Company Issuer and the Guarantors set forth in the preceding paragraph paragraphs that are outstanding with respect to any Transfer Restricted Security at the time such security Transfer Restricted Security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Transfer Restricted 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 Issuers fail to fulfill their 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 SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness in this Agreementafter such obligation arises, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the date specified in this Agreement, terms of the Exchange Offer by the Consummation Date or (iiiiv) 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 during the time periods specified in this Agreement 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 (iiiiv), a “"Registration Default”"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities will increase ("Additional Interest"), with respect to which the Registration Default relates shall be increased by 0.25% per annum during the 90-first 90- day period immediately following the occurrence of any such Registration Default and shall further increase Default, by 0.250.50% per annum at the end of and will increase by an additional 0.50% 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 in the aggregate 1.00up to a maximum amount of 2% per annum (such amount, “Additional Interest”)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 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 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to within 240 days after the date specified in this Agreement, Closing Date or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90180-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.001.50% per annum (such amount, “Additional Interest”)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 unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statements required by this Agreement Statement has not been Consummated on or prior to October 25, 2021, (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the date specified for 120th day after the Shelf Filing Deadline (or if such effectiveness in this Agreement120th day is not a Business Day, (iithe next succeeding Business Day) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, or (iii) 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 time periods specified in this Agreement without being immediately 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 (iii), a “Registration Default”)) then, with respect to the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates 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 further increase Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum at and will increase by an additional 0.25% per annum on the end principal amount of Notes with respect to each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00up to a maximum of additional interest of 0.50% per annum (such amount, “Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesRegistrable Notes, the interest rate borne by the relevant Transfer Restricted Securities Registrable Notes will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesRegistrable Notes; 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 Registrable Notes 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 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 shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to within 360 days after the date specified in this Agreement, Closing Date or (iiiii) 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 time periods specified in this Agreement 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 and (iiiii), a “Registration Default”), the Company Issuer hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum on the then Accreted Value of the Transfer Restricted Securities during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum on the then Accreted Value of the Transfer Restricted Securities at the end of each subsequent 90-day periodperiod (such increases, “Additional Interest”), but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “annum. Any amounts of Additional Interest”)Interest due pursuant to this Section 5 shall be added to the Accreted Value of the Transfer Restricted Securities. 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.foregoing

Additional Interest. If either (ia) any of the Exchange Offer Registration Statements required by this Agreement has Statement is not been declared effective by filed with the Commission on or prior to the date specified for such effectiveness in this Agreement90th calendar day following the Closing Date, (iib) the Exchange Offer has Registration Statement is not been Consummated declared effective on or prior to the date specified in this Agreement180th calendar day following the Closing Date, (c) the Exchange Offer is not consummated on or prior to the 45th Business Day after the effectiveness of the Exchange Offer Registration Statement, (d) a Shelf Registration Statement is not filed or declared effective when required, or (iiie) any a Registration Statement required by this Agreement is filed and declared effective as required but shall thereafter cease fails to be remain effective or fail to be usable useable in connection with resales for its intended purpose during the time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective more than 30 calendar days (each such event referred to in clauses (ia) through (iii)e) above, a “Registration Default”), the Company hereby agrees that the will pay additional interest rate borne by the (“Additional Interest”) in cash to each Holder of Transfer Restricted Securities with respect to which the Registration Default relates 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 further in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder. The amount of the Additional Interest will increase by 0.25% an additional $0.05 per annum at the end week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increases exceed in the aggregate 1.00% up to a maximum amount of Additional Interest for all Registration Defaults of $0.50 per annum (such amount, “Additional Interest”)week per $1,000 principal amount of Transfer Restricted Securities. Following the cure of all Registration Defaults relating Defaults, all Additional Interest will cease to any particular Transfer Restricted Securities, accrue and the interest rate borne by on the relevant Transfer Restricted Securities notes will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, that if after any the date of such reduction in additional interest rateceases 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 provisionsprovision. 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 required by this Agreement is not filed with the Commission on or prior to the last date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the last date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 40 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified (except as specifically permitted herein, including with respect to any Suspension Period as provided in this Agreement Section 6(a) hereof) without being succeeded immediately promptly 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 (iiiiv), a “Registration Default”), the Company hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates Notes shall be increased by 0.250.125% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.250.125% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.000.50% per annum (such amount, “Additional Interest”)annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes and (y) the day on which there are no outstanding Transfer Restricted Notes, the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesNotes; 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 Notes 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 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 note shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Notes that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement following the time such Holder is no longer entitled to the benefits of such Shelf Registration Statement (e.g., such time as the Holder elects not to include information or following the deadline to timely deliver information to the Company pursuant to Section 4(b) hereof).

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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the "Effectiveness Target Date"), (ii) regardless of the Exchange Offer has not been Consummated reasonableness of any efforts made by or on or prior behalf of the Company to the date specified in this Agreementcause such Registration Statement to become effective), or (iii) 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 time periods specified in this Agreement 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 (iii), a “"Registration Default”"), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 Note 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 become automatically effective) on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Exchange Offer has not been Consummated on or prior by the Consummation Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but but, at any time prior to the date which is two and one-half years after the Closing Date (or such earlier date when all the Transfer Restricted Securities covered by such Registration Statement have been sold pursuant to such Registration Statement), shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective effective, in each case, other than as a result of the occurrence and continuance of a Permitted Exchange Offer Blackout Period or Permitted Shelf Blackout Period, as applicable (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further 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, in the aggregate 1.00% per annum (such amountincreases, the “Additional Interest”). 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement. 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 parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their 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 SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness in this Agreementafter such obligation arises, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the date specified in this Agreement, terms of the Exchange Offer by the Consummation Date or (iiiiv) 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 during the time periods specified in this Agreement 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 (iiiiv), a “"Registration Default”"), the Company hereby agrees that REGISTRATION RIGHTS AGREEMENT -9- 10 then the interest rate borne by the on Transfer Restricted Securities will increase ("Additional Interest"), with respect to which the Registration Default relates 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 further increase Default, by 0.250.50% per annum at the end of and will increase by an additional 0.50% 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 in the aggregate 1.00up to a maximum amount of 2% per annum (such amount, “Additional Interest”)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 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 Subject to the Issuers ability to declare Suspension Periods with respect to clause (iv) 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 120 Business Days after the Closing Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 (each such event referred to in clauses (i) through (iv), a “Registration Default”; provided, however, that in the time periods specified in this Agreement without being case of clause (iv), such Registration Default shall be deemed not to have occurred and be continuing if such Registration Default is succeeded immediately promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 30 days; and provided, further, that in the case of clause (each iv) if such event referred to Registration Default occurs for a continuous period in clauses (i) through (iii), a “excess of 30 days of such Registration Default”, Additional Interest shall be payable in accordance with this Section 5 from the day such Registration Default occurs until such Registration Default is cured), the Company Issuers hereby agrees that agree to pay to each holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) in an amount equal to 0.25% per annum of the interest rate borne by aggregate principal amount of the Transfer Restricted Securities to which outstanding for the period of occurrence of the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any until such time as no Registration Default and is in effect, which rate shall further increase by 0.25% per annum at the end of for each subsequent 90-day periodperiod during which such Registration Default continues, but in no event shall such increases rate exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest will cease to accrue from the date of such cure 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 Securities; provided, however, that, if after any the date on which 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. 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 (a) The parties hereto agree that the holders of Transfer Restricted Notes will suffer damages if the Issuers fail to fulfill their 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 SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness in this Agreementafter such obligation arises, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the date specified in this Agreement, terms of the Exchange Offer by the Consummation Date or (iiiiv) 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 usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be usable for its intended purpose during the time periods specified in this Agreement effective hereunder 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 (iiiiv), a “"Registration Default”"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities Notes will increase ("Additional Interest"), with respect to which the Registration Default relates 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 further increase Default, by 0.250.5% per annum at the end of and will increase by an additional 0.5% 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 in the aggregate 1.00up to a maximum amount of 2.0% per annum (such amount, “Additional Interest”)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 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 Exchange Offer required by Section 3(a) of this Agreement has not been Consummated on or prior to the date specified therein, (ii) any Shelf Registration Statement required to be filed pursuant to Section 4(a)(ii) hereon has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, therein or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective as required hereunder or fail to be usable for its intended purpose during the time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such 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 60 days in any twelve-month period) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased (such additional interest, “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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. 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 in respect of such Transfer Restricted Security that would otherwise accrue subsequent to the date the Exchange Offer is Consummated pursuant to this Section 5.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement has are not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementSections 3(a) and 4(a), as applicable, (iiiii) the Exchange Offer has not been Consummated on within 210 days after the Closing Date, or prior longer if required by applicable U.S. Federal and state securities laws, with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified in this Agreement connection with resales of 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 (iiiiv), a “"Registration Default”"), 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 adversely affected by such Registration Default, in an amount equal to which the Registration Default relates shall be increased by 0.25% per annum during year of the 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 further 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 up to a maximum amount of Additional Interest of 1.00% of the principal amount of Transfer Restricted Securities. All accrued Additional Interest shall such increases exceed be paid to Record Holders by the Company and the Guarantors in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 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 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 become automatically effective) on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Exchange Offer has not been Consummated on or prior by the Consummation Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but but, at any time prior to the date which is two and one-half years after the Closing Date (or such earlier date when all the Transfer Restricted Securities covered by such Registration Statement have been sold pursuant to such Registration Statement), shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amountincreases, the “Additional Interest”). 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.foregoing

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iii) 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 time periods specified in this Agreement 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 (iii), a “Registration Default”), the Company Company, the Parent and the Subsidiary Guarantors hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day periodperiod (such increase, “Additional Interest”), but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 Company, the Parent 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 shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date that is specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreementthat is 360 days following the Closing Date, or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 (ia) any of the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, (b) the Shelf Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, Shelf Effectiveness Deadline or (iiic) 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 purpose, during the time periods specified in this Agreement Registration Period or Shelf Period, as applicable, 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 (iiid), a “Registration Default”; 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”), 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 in an amount equal to which $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Registration Default relates 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 further 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 shall such increases exceed 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 aggregate 1.00% per annum case of clause (such amounta) 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”). Following Interest payable with respect to the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease on the date of such cure and the interest rate borne by the relevant on such Transfer Restricted Securities will be reduced revert to the original interest rate borne by on such Transfer Restricted SecuritiesSecurities prior to the applicable Registration Default. A Registration Default referred to in clause (d) above shall be deemed not to have occurred and be continuing in respect of a Registration Statement or the related Prospectus if (A) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company 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 (B) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that, if after any such reduction that in interest ratethe event a Blackout Period occurs for a continuous period in excess of 30 days, a different Registration Default occursshall be deemed to have occurred on the 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate for any 12-month period. All accrued Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest rate borne by in the relevant Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All 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. 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. (a) If (i) any of the Registration Statements required by this Agreement has are not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementSections 3(a) and 4(a), as applicable, (iiiii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreementwithin 30 business days, or longer, if required by federal securities laws, after the Exchange Offer Registration Statement has been declared effective or (iiiiv) 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 time periods specified in this Agreement connection with resales of 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 during the period specified in Sections 3(b), 3(c) and 4(a), as applicable (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 (iiiiv), a “"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 adversely affected by such Registration Default, in an amount equal to which $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the Registration Default relates 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 Additional Interest shall further 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 in no event up to a maximum amount of Additional Interest for all Registration Defaults of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall such increases exceed be paid to Record Holders by the Company and the Subsidiary Guarantors in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 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 any of the Initial Securities are not Freely tradable by November 30, 2008 and (i) any of the Shelf Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreementby November 30, 2008 or (iii) 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 time periods specified in this Agreement 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by an amount (“Additional Interest”) equal to 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default until the earlier of the date on which all of the Initial Securities are Freely Tradable and such time as no Registration Default is in effect, which amount shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.000.50% per annum (such amount, “Additional Interest”)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. (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) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Shelf Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to within 390 days of the date specified in this Agreement, Closing Date or (iiiiv) 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 time periods specified in required under this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurity, 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; provided that no obligations set forth in the preceding paragraph will continue to accrue after such security ceases to be a Transfer Restricted Security.

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior by the 720th day after the Closing Date with respect to the date specified in this AgreementExchange Offer Registration Statement (or if such 720th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 720th day after the Closing Date (or if such 720th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but but, subject to any Shelf Blackout Period, shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement without being succeeded immediately promptly thereafter 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate increase in such annual interest rate exceed 1.00% per annum (such amount, “Additional Interest”)%. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesSecurities prior to the Registration Default; 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Shelf Registration Statements Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iii) 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 time periods specified in this Agreement without being succeeded immediately promptly 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each the subsequent 90-day period, but in no event shall such increases exceed increase in the aggregate 1.00exceed 0.75% per annum (any such amountincrease, “Additional Interest”). 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. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. 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 Subject to Section 4, if (i) the Exchange Offer has not been Consummated by the 210th day after the Closing Date, (ii) any of Shelf 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, (iii) any Shelf Registration Statements Statement required by this Agreement has not been declared become effective by under the Commission Securities Act on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, the “Additional Interest”). 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 Shelf Registration Statements Statement is required by this Agreement but has not been declared effective by the Commission (or deemed automatically effective) on or prior to the date specified for such effectiveness in this AgreementShelf Effectiveness Deadline, (ii) the Exchange Offer is required by this Agreement but has not been Consummated on or prior to within 365 days after the date specified in this Agreement, Closing Date or (iii) 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 time periods specified in this Agreement 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each the subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00exceed 0.50% per annum (such amount, “Additional Interest”)annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurities and (y) the date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to additional interest with respect to a Registration Default that pertains to the Shelf Registration Statement. 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. The Company shall deliver notice to the Trustee as promptly as practicable after a Registration Default occurs specifying the nature of the Registration Default and the date such Additional Interest will begin to accrue. The Company shall also deliver a notice to the Trustee as promptly as practicable after a Registration Default has been cured specifying the date such Additional Interest shall cease to accrue.

Additional Interest. If there are any Transfer Restricted Securities outstanding on the Exchange Date (other than Transfer Restricted Securities held, or beneficially held, by affiliates of the Company) and either (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iii) 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 time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurities and (y) the date on which any particular Transfer Restricted Security ceases to be a Transfer Restricted Security, 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 if, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the preceding first paragraph of this Section 5 that are outstanding with respect to any Transfer Restricted Initial Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such outstanding obligations with respect to such security shall have been satisfied in full. If the Company is required to pay Additional Interest, the Company shall provide written notice to the Trustee of the Company’s obligation to pay Additional Interest no later that 15 days prior to each Interest Payment Date on which Additional Interest is payable, which notice shall set forth the amount of the Additional Interest to be paid by the Company on such Interest Payment Date.

Additional Interest. (a) If (i) any of the Shelf Registration Statements Statement required by this Agreement has is not filed with the Commission on or prior to the date specified for such filing in Section 4(a), (ii) any required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementSections 3(a) and 4(a), as applicable (each, an “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on within 30 business days, or prior longer if required by the federal securities laws, from the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified in this Agreement connection with resales of 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 (iiiiv), a “Registration Default”), the Company hereby Issuer agrees that the to pay additional interest rate borne by the (“Additional Interest”) to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to which the Registration Default relates shall be increased by 0.25% per annum during year of the 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 further 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 up to a maximum amount of Additional Interest of 0.50% per year of the principal amount of Transfer Restricted Securities. All accrued Additional Interest shall such increases exceed be paid to Record Holders by the Issuer in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 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 (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 SEC on or prior to the Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any such Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified for such effectiveness in this Agreementapplicable Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable, (iiiii) the Registered Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, Consummation Deadline or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”"REGISTRATION DEFAULT"), . Additional Interest shall accrue and be payable on the Company hereby agrees that the interest rate borne by the outstanding principal amount of Transfer Restricted Securities to which from the date of such Registration Default relates shall be increased by at a rate 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 further increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”). Following the cure of period until all Registration Defaults relating have been cured, up to any particular Transfer Restricted Securitiesa maximum amount of Additional Interest of 1.0% per annum; PROVIDED, 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 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 preceding paragraph 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 are outstanding with respect causes the Exchange Offer Registration Statement or the Shelf Registration Statement to any Transfer Restricted Security at again be declared effective or made usable in 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.case of

Additional Interest. If (i) any of the Shelf Registration Statements Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iii) 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 time periods specified in this Agreement without being succeeded immediately promptly 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each the subsequent 90-day period, but in no event shall such increases exceed increase in the aggregate 1.00exceed 0.75% per annum (any such amountincrease, “Additional Interest”). 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. Additional Interest shall be payable to the same Persons, in the same manner and at the same times as ordinary interest on the Securities. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. 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 parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their 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 SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness in this Agreementafter such obligation arises, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the date specified in this Agreement, terms of the Exchange Offer by the Consummation Date or (iiiiv) 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 during the time periods specified in this Agreement 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 (iiiiv), a “Registration Default”"REGISTRATION DEFAULT"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities will increase ("ADDITIONAL INTEREST"), with respect to which the Registration Default relates 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 further increase Default, by 0.250.50% per annum at the end of and will increase by an additional 0.50% 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 in the aggregate 1.00up to a maximum amount of 1.50% per annum (such amount, “Additional Interest”)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 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 required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior by the 300th day after the Closing Date with respect to the date specified in this AgreementExchange Offer Registration Statement, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 300th day after the Closing Date or (iii) 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 at any time during the time periods specified in which it is required by this Agreement to be kept effective 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 (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 within 150 days after the Filing Target Date, neither the Shelf Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior Commission, nor has an Exchange Offer been Consummated with respect to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this AgreementRegistration Statement, if so required hereunder or (iiiii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter thereafter, at a time the Registration Statement is required to remain effective, cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement 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 (iiiii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.000.5% per annum (such amount, “Additional Interest”). 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 Exchange Offer Registration Statements Statement has not been filed within 365 days after the Closing Date, (ii) the Shelf Registration Statement, if required by this Agreement has Agreement, is not been declared effective by filed with the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified filing in this Agreement, or (iii) 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 time periods specified in this Agreement 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 (iii), a “Registration Default”), the Company hereby agrees that Issuers shall pay liquidated damages in the form of additional interest rate borne by the (“Additional Interest”) in cash to each Holder of Transfer Restricted Securities in an amount equal to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and Default, which rate shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 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 required by this Agreement is not filed with the Commission on or prior to the last date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the last date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified (except as specifically permitted herein, including with respect to any Suspension Period as provided in this Agreement Section 6(a) hereof) 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates Notes shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes and (y) the day on which there are no outstanding Transfer Restricted Notes, the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesNotes; 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 Notes shall again be increased pursuant to the foregoing provisions. For the avoidance of doubt, the consummation of the Exchange Offer shall be deemed to cure all Registration Defaults. All obligations of the Company and the Guarantors set forth in the preceding paragraph that 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 Note shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Notes that has not timely delivered all information to the Company pursuant to Section 4(b) hereof shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement following the time such Holder elects not to include information or following the deadline to timely deliver information to the Company pursuant to Section 4(b) hereof.

Additional Interest. If (i) any of the Registration Statements Statement required by this Agreement has not been filed and declared effective by the Commission SEC (or become automatically effective) on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this AgreementExchange Offer Registration Statement, or (iii) 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 time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amountincreased interest, the “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security and (z) the date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. Any amounts of Additional Interest due pursuant to Section 5 will be payable in cash on the regular Interest Payment Dates with respect to the Transfer Restricted Securities and, if applicable, the Exchange Securities. All obligations of the Company Company, the Co-Issuer 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 parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their 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 SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness in this Agreementafter such obligation arises, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the date specified in this Agreement, terms of the Exchange Offer by the Consummation Date or (iiiiv) 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 during the time periods specified in this Agreement 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 (iiiiv), a “"Registration Default”"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities will increase ("Additional Interest"), with respect to which the Registration Default relates 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 further increase Default, by 0.250.50% per annum at the end of and will increase by an additional 0.50% 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 in the aggregate 1.00up to a maximum amount of 1.50% per annum (such amount, “Additional Interest”)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 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 (ia) any of the Shelf Registration Statements Statement required by this Agreement is not filed with the Commission on or prior to the Shelf Filing Deadline, (b) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this AgreementShelf Effectiveness Deadline, or (iiic) 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 during the time periods specified in this Agreement 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 (iiic), a “Registration Default”), then the Company hereby agrees that it will pay additional interest on the interest Debenture at a rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum annum. Additional interest may be deferred at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”). 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 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, upon filing of the Shelf Registration Statement, in the case of (a) above, upon the effectiveness of the Shelf Registration Statement, in the case of (b) above, or upon the filing of a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement that causes the Shelf Registration Statement to again be declared effective or made usable, in the case of (c) above, the additional interest payable with respect to the Debenture as a result of such clause (a), (b), or (c), as applicable, shall cease. All accrued additional interest shall be paid on the 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 and the Debenture. Notwithstanding the fact that are outstanding with respect to any Transfer Restricted Security at the time such security Debenture ceases to be a Transfer Restricted Security Security, all obligations of the Company to pay additional interest with respect to the Debenture shall survive until such time as all such obligations with respect to such security the Debenture shall have been satisfied in full.

Additional Interest. If (i) any of 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, (ii) any Shelf Registration Statements Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Exchange Offer has not been Consummated on or prior (and a Shelf Registration has not been filed) within 210 days after the Closing Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but but, following 210 days after the Closing Date, shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 required by this Agreement has 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 have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to within 310 days of the date specified in this Agreement, Closing Date or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.000.50% per annum (such amount, “Additional Interest”)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 Note 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the "Effectiveness Target Date"), (ii) regardless of the Exchange Offer has not been Consummated reasonableness of any efforts made by or on or prior behalf of the Company to the date specified in this Agreementcause such Registration Statement to become effective, or (iii) 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 time periods specified in this Agreement 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 (iii), a “"Registration Default”"), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 Note 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 on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased (the “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amountannum, “Additional Interest”)provided that the Company shall in no event be required to pay additional interest for 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 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 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 on or prior to the date specified for such effectiveness in this AgreementEffectiveness Target Date, (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (any such amountincrease, “Additional Interest”). 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. All Additional Interest shall be payable on each interest payment date as set forth in the Indenture on the same basis as those interest payments.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the last date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the last date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement is filed and declared de- clared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified (except as specifically permitted herein, including with respect to any Suspension Period as provided in this Agreement Section 6(a) hereof) without being succeeded immediately promptly 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 (iiiiv), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities and (y) the day on which there are no outstanding 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 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuers pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement following the time such Holder is no longer entitled to the benefits of such Shelf Registration Statement (e.g., such time as the Holder elects not to include information or following the deadline to timely deliver information to the Issuers pursuant to Section 4(b) hereof).

Additional Interest. If (a) The parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) any of the applicable Registration Statements required by this Agreement Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness in this Agreementafter such obligation arises, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the date specified in this Agreement, terms of the Exchange Offer by the Consummation Date or (iiiiv) 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 during the time periods specified in this Agreement 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 (iiiiv), a “"Registration Default”"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted -------------------- Securities will increase ("Additional Interest"), with respect to which the Registration Default relates 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 further 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 in the aggregate up to a maximum amount of 1.00% per annum (such amount, “Additional Interest”)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 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 such Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior to within 360 days after the date specified in this Agreement, Issue Date or (iii) 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 time periods specified in this Agreement 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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 (a) The parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their 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 SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness in this Agreementafter such obligation arises, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Company has not been Consummated on or prior to exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the date specified in this Agreement, terms of the Exchange Offer by the Consummation Date or (iiiiv) 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 during the time periods specified in this Agreement 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 (iiiiv), a “"Registration Default”"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities will increase ("Additional Interest"), with respect to which the Registration Default relates 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 further increase Default, by 0.250.50% per annum at the end of and will increase by an additional 0.50% 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 in the aggregate 1.00up to a maximum amount of 2% per annum (such amount, “Additional Interest”)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 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 the Exchange Offer Registration Statement required by Section 3(a) of this Agreement (A) is not filed with the Commission on or prior to the dates specified therein for such filing or (B) not been declared effective by the Commission on or prior to the date specified therein for such effectiveness, (ii) such Exchange Offer has not been Consummated within 30 Business Days after the effectiveness of the Exchange Offer Registration Statements Statement, (iii) any Shelf Registration Statement required by this Agreement to be filed pursuant to Section 4(a)(ii) hereon has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement, therein or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective as required hereunder or fail to be usable for its intended purpose during the time periods specified in this Agreement without being succeeded immediately by a post-effective posteffective amendment to such 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 60 days in any twelve-month period) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased (such additional interest, “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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. 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 in respect of such Transfer Restricted Security that would otherwise accrue subsequent to the date the Exchange Offer is Consummated pursuant to this Section 5.

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 on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Exchange Offer has not been Consummated on or prior to within 365 days after the date specified in this Agreement, Closing Date or (iiiiv) 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 time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement or a prospectus supplement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% 0.25 per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate up to a maximum rate of 1.00% per annum (such amount, “Additional Interest”)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 such Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this Agreement, Exchange Offer Registration Statement or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without (in each case other than during the time periods specified in this Agreement without a Suspension Period) 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 (iii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day periodperiod (such increase, “Additional Interest”) until such Registration Default has been cured, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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; provided further, that the Issuers shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. 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. Notwithstanding anything to the contrary herein, the increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders due to a Registration Default, so long as the Issuers and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated on within 365 days after the Closing Date (or prior to if such 365th day is not a Business Day, the date specified in this Agreement, next succeeding Business Day) or a Shelf Registration Statement has not been filed by the Shelf Filing Deadline or (iiiii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or or, in the case of any Shelf Registration Statement, fail to be usable for its intended purpose during the time periods specified Effectiveness Period (except as specifically permitted herein, including with respect to any Shelf Suspension Period as provided in this Agreement Section 4(a) hereof or because of the sale of all Transfer Restricted Notes under such Registration Statement) without being succeeded immediately promptly 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 and (iiiii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates Notes shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by an additional 0.25% per annum at the end of for each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes and (y) the day on which there are no outstanding Transfer Restricted Notes, the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesNotes; 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 Notes shall again be increased pursuant to the foregoing provisions. All obligations Additional Interest shall be payable at the same times, in the same manner, and to the same persons as ordinary interest on the Initial Notes. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Notes that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Guarantors set forth in the preceding paragraph that are outstanding pursuant to Section 4(b) hereof) shall not be entitled to additional interest with respect to any Transfer Restricted Security at a Registration Default that pertains to such Shelf Registration Statement following the time such security ceases Holder is no longer entitled to be a Transfer Restricted Security shall survive until the benefits of such Shelf Registration Statement (e.g., such time as all such obligations with respect the Holder elects not to such security shall have been satisfied in fullinclude information or following the deadline to timely deliver information to the Company pursuant to Section 4(b) hereof).

Additional Interest. If (i) the Company and the Guarantors fail to file with the Commission any of the Registration Statements required by this Agreement on or prior to the date specified for such filing in this Agreement, (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (iiiii) the Company and the Guarantors fail to Consummate the Exchange Offer has not been Consummated on or prior to within 180 days of the date specified in this AgreementMarch 27, 2012 or (iiiiv) 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 in connection with resales or exchanges, as applicable, of Transfer Restricted Securities during the time periods specified in required under this Agreement 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 (iiiiv), a “Registration Default”), as liquidated damages for such Registration Default, the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day periodperiod (such increases, “Additional Interest”), but in no event shall such increases exceed in the aggregate 1.00% per annum in the aggregate. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record of Transfer Restricted Securities on the relevant regular record date. As of the earlier of (such amount, “Additional Interest”). Following x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities and (y) the particular Transfer Restricted Securities having ceased to be Transfer Restricted Securities, the accrual of Additional Interest shall cease and 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. Additional Interest will accrue and be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may exist at such time. The accrual of Additional Interest shall be the sole and exclusive remedy available to the Holders of Transfer Restricted Securities for any Registration Default, and a Registration Default shall not constitute a default under the Indenture. 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 Exchange Offer has not been Consummated before 271 days after the Closing Date (or if the 270th day is not a Business Day, the next succeeding Business Day), (ii) the Company and the Guarantors are obligated to file a Shelf Registration Statements required by this Agreement Statement pursuant to Section 4 hereof and the Shelf Registration Statement has not been declared effective by the Commission on before 121 days after the Shelf Obligation Trigger Date (or prior to if the date specified for such effectiveness in this Agreement120th day is not a Business Day, (ii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreementnext succeeding Business Day), or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with the exchange or resale of Transfer Restricted Securities for its intended purpose during the time periods period specified in Section 3 or 4 of this Agreement Agreement, as applicable, without being succeeded immediately reasonably promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00% per annum (any such amountincrease or, if applicable, the aggregate amount of such increases in interest rate, “Additional Interest”). 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. 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 Shelf 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) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated on or prior to the date specified in this Agreement360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) or (iiiiv) 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 time periods specified in this Agreement without being succeeded immediately as promptly as practicable 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 (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (such amount, “Additional Interest”)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. A Holder of Transfer Restricted Securities shall not be entitled to additional interest if it has failed to comply with its obligations under Section 4(b) above below.

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this AgreementAgreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the date specified in this AgreementExchange Offer Registration Statement, or (iii) 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 during the time periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Second Lien Securities to which the Registration Default relates and Transfer Restricted Subordinated Securities, as applicable, shall be increased by 0.25% per annum during with respect to the first 90-day period immediately following the occurrence of any Registration Default and shall further increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day period, but in no event shall such increases increase exceed in the aggregate 1.00% per annum (each such amountincrease, the “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults relating to any particular the Transfer Restricted Second Lien Securities and Transfer Restricted Subordinated Securities, as applicable, and (y) the date on which the Transfer Restricted Second Lien Securities and the Transfer Restricted Subordinated Securities cease to be Transfer Restricted Second Lien Securities and Transfer Restricted Subordinated Securities, as applicable, the interest rate borne by the relevant Transfer Restricted Second Lien Securities will and the Transfer Restricted Subordinated Securities, as applicable, shall be reduced to the original interest rate borne by such Transfer Restricted Second Lien Securities and such Transfer Restricted Subordinated Securities, as applicable; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Second Lien Securities and the Transfer Restricted Subordinated Securities, as applicable, shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Second Lien Securities or Transfer Restricted Subordinated Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company Company, the Co-Issuer and the Guarantors set forth in the preceding paragraph this section that are outstanding with respect to any Transfer Restricted Second Lien Security or any Transfer Restricted Subordinated Security at the time such security ceases to be a Transfer Restricted Second Lien Security or a Transfer Restricted Subordinated Security, as applicable, shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.