Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day 365 days after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each the subsequent 90-day period, up to for a maximum of additional interest of 0.50% per annum of additional interest (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 (ia) unless the Exchange Offer shall is not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th Exchange Deadline, (b) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared effective (or does not automatically become effective) on or prior to the 90th calendar day after the Issue Date following any Shelf Filing Deadline (or if such 365th 90th day is not a Business Day, the next succeeding Business Day), or (iic) in the event the Company is required to file a Shelf Registration Statement pursuant applicable to Section 4(a) hereof, (A) the Shelf Registration Statement is not Transfer Restricted Securities required to be 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by terms of this Agreement is filed and declared effective (or automatically becomes effective) as required but shall thereafter cease fails to be remain effective or fail to be usable becomes unusable in connection with resales for its intended purpose without being immediately succeeded 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, excluding any Blackout Period (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”) then), with respect to the first 90-day period immediately following the occurrence of such Registration Default, Issuers hereby agree that the interest rate on borne by the Registrable Notes will Transfer Restricted Securities shall be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.501.0% per annum (“Additional Interest”). Any amounts ) for the period of Additional Interest due pursuant to this Section 5 will be paid occurrence of the Registration Default until the earlier of the consummation of the Exchange Offer and such time as no Registration Default is in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dateseffect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to any particular Registrable Notes, accrue and the interest rate borne by on the relevant Registrable Notes Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Registrable Notesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall Additional Interest will again be increased commence accruing 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 Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note 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 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 Each Bank agrees that if it is a Delinquent Bank, then it will pay an amount (i“Additional Interest”) unless in accordance with the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior following schedule in addition to interest equal to the 365th day after Base Cost: 1st offense PLUS 500 basis points per annum of the Issue Date (or if such 365th day delinquent amount 2nd offense PLUS 750 basis points per annum of the delinquent amount 3rd and subsequent offenses PLUS 1,000 basis points per annum of the delinquent amount The Additional Interest will be calculated on an actual/360 basis based on the actual number of days the related Plan CO is outstanding, including non-Business Days, from the date of issuance to but excluding the stated maturity date. For purposes of this calculation, Additional Interest attributable to a delinquent amount that is not related to the principal amount of a Plan CO (i.e., because the Delinquent Bank pays all or a portion of its delinquent amount after a deadline but before a Contingency Bank is entitled to have a Plan CO issued for its benefit on behalf of the Delinquent Bank with respect to such amount) will be assessed on that delinquent amount assuming that a Plan CO was issued with a principal amount equal to that delinquent amount and that the Plan CO would mature on the next Business Day. For purposes of calculating Additional Interest, each different time deadline established under the next succeeding Business Day)Procedures will accrue its own separate count of the number of offenses, (ii) in the event the Company is required to file so that 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 120th day after the Shelf Filing Deadline (or if such 120th day is not Delinquent Bank will pay a Business Day, the next 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 separate amount for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred time deadline missed, and the step-up in Additional Interest for the occurrence of a particular offense will only be measured with regard to in clauses offenses that have occurred within the 36-month period ending on the date of that particular offense (i) through (iiithe “Delinquency Measurement Period”). For example, if a “Registration Default”) thenDelinquent Bank twice misses a morning deadline and once misses an afternoon deadline, all as established under the Procedures, within a Delinquency Measurement Period, then the Delinquent Bank shall have been subject to Additional Interest of 500 basis points with respect to the first 90-day period immediately following the occurrence morning deadline missed, Additional Interest of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes 750 basis points with respect to each subsequent 90-day periodthe second morning deadline missed, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of and 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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding 500 basis points with respect to any Registrable Note at the time such security ceases to afternoon deadline missed. Each Bank agrees that (i) for each Plan CO issued, the first 100 basis points of the Additional Interest shall be a Registrable Note shall survive until such time assessed against the Delinquent Bank for the benefit of the Contingency Bank that purchased the Plan CO as all such obligations provided in Section 1 of this Agreement, and the balance of the Additional Interest assessed against the Delinquent Bank (i.e., 400 basis points, 650 basis points, or 900 basis points) will be divided equally among the Banks (including the Contingency Banks) that are not Delinquent Banks with respect to such security shall have been satisfied the same funding time specified 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 Procedures 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 for Additional Interest attributable to a delinquent amount that is not related to a Plan CO, the Additional Interest will be divided equally among the Banks that are not Delinquent Banks with respect to a Registration Default the same funding time specified in the Procedures. Each of the Banks and the OF agree that pertains any Additional Interest will be allocated and paid through the monthly assessment from the OF, and that the Additional Interest is not the joint and several obligation of the Banks. Notwithstanding anything in this Section 3 or Section 7(a) or (b) of this Agreement to the relevant Shelf Registration Statementcontrary, and subject to Sections 5(a) and (d) below, each Bank agrees that assessment of the Additional Interest shall be subject to the appellate process contained in the Procedures and that the OF shall have the authority to waive all or any portion of the Additional Interest or excuse the occurrence of any offense as provided for in the Procedures. To the extent permitted under the Waiver, the assessment of Additional Interest shall be suspended pending completion of the appellate process.

Additional Interest. If (i) unless In the event that (A) the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (B) the applicable Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the "EFFECTIVENESS TARGET DATE"), (C) the Exchange Offer shall not is required to be permissible under applicable law or Commission policy, consummated hereunder and the Issuers fail to consummate the Exchange Offer within 60 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (D) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose during the periods specified herein except in accordance with Section 2(d)(iii) hereof without being immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Transfer Restricted Securities which has been filed and that is itself immediately declared effective (each such event referred to in clauses (iA) through (iiiD), a “"REGISTRATION DEFAULT"), then the Issuers shall pay, jointly and severally, additional interest to each Holder of Transfer Restricted Securities as to which such Registration Default”) thenDefault relates ("ADDITIONAL INTEREST"), with respect to the first 90-day period (or portion thereof) while one or more Registration Defaults are continuing immediately following the occurrence of such Registration DefaultDefault or Registration Defaults, the interest at a rate on the Registrable Notes will be increased by equal to 0.25% per annum and of the principal amount of the Securities. The amount of Additional Interest will increase by an additional 0.25% per annum on of the principal amount of Notes with respect to the Securities for each subsequent 90-day periodperiod (or portion thereof) while one or more Registration Defaults are continuing until all Registration Defaults have been cured, up to a an aggregate maximum amount of additional interest of 0.501.00% per annum (“Additional Interest”)of the principal amount of the Securities. Any amounts of Additional Interest due pursuant to this Section 5 shall be computed based on the actual number of days elapsed during which any such Registration Default exists. Interest will be paid in cash computed on the relevant Interest Payment Date to Holders basis of record on the relevant regular record datesa 360-day year of twelve 30-day months. Following the cure of all a Registration Defaults relating to any particular Registrable NotesDefault, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations accrual of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 such Registration Default that pertains to the relevant Shelf Registration Statementwill cease.

Additional Interest. If In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer within 30 days of the date on which the Exchange Offer Registration Statement has not been Consummated on is declared effective or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Transfer Restricted Notes which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.50% per annum of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.50% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.50% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate on borne by the Registrable Notes will be increased by 0.250.50% per annum and will increase by an additional 0.25% per annum on of the principal amount of the Notes with respect for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.50% per annum of the principal amount of the Notes at the beginning of each subsequent 90-day period, up to a maximum amount of additional interest 1.50% of 0.50% per annum (“Additional Interest”)the principal amount of the Notes. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such Registrable depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes; provided, howeveron or before the applicable semiannual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Notes entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a 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 pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following 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 Statementapplicable Event Date.

Additional Interest. If (i) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under applicable law or filed with the Commission policy, by the Exchange Offer Registration Statement has not been Consummated on or prior to end of the 365th 240th day after the Issue Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf any of such 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 Statements has not become or been declared effective by the Commission on or prior to by the 120th end of the 240th day after the Shelf Filing Deadline (Closing Date or if such 120th 240th day is not a Business Day, the next succeeding Business Day, (iii) the Exchange Offer has not been Consummated by the end of the 270th day after the Closing Date or if such 270th 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 after the 240-day period referred to in Section 3(a) hereof cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded 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”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 0.5% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid for each year in cash on which the relevant Interest Payment Date to Holders of record on the relevant regular record datesRegistration Defaults remain uncured. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note 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 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 In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the “Effectiveness Target Date”), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer by the Target Consummation Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement covering the Transfer Restricted Notes that cures such failure has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), then the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase (“Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.25% per annum of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.25% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.00% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest rate on borne by the Registrable Notes will be increased by 0.25% per annum and will increase of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum on of the principal amount of the Notes with respect to at the beginning of each subsequent 90-day periodperiod (or portion thereof), up to a maximum amount of additional interest 1.00% of 0.50% per annum (“Additional Interest”)the principal amount of the Notes. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by such Registrable depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes; provided, howeveron or before the applicable semi-annual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Notes entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a 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 pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following 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 Statementapplicable Event Date.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission (or become automatically effective) on or prior to the 365th day 270 days after the Issue Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is Issuer and the Guarantors are 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 (or become automatically effective) on or prior to the 120th day 270 days after the obligation to file a Shelf Filing Deadline Registration Statement arises (or if such 120th day is not a Business Daythe “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the next succeeding “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Day) Days after the Exchange Offer Effectiveness Target Date with respect to the 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 fails to be usable for its intended purpose without being succeeded immediately succeeded 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”) then), with respect to the first Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (“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 datesannum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not provided elected to include information or has not timely delivered such information to the information required Issuer pursuant to Section 4(b) hereof within the time period set forth therein hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. All obligations of the 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a any Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed required by the Shelf Filing Deadline or (B) the Shelf Registration Statement this Agreement has not become or been declared effective by the Commission on or prior to the 120th day after Shelf Effectiveness Deadline, (ii) the Shelf Filing Deadline Exchange Offer is required by this Agreement but has not been Consummated by the earlier of (x) 360 days from the Closing Date (or if such 120th 360th day is not a Business Day, the next succeeding Business Day) and (y) the date on which the exchange offers for the 2017 Exchange Notes issued in connection with the Exchange Transaction is consummated or (iii) other than in connection with a Suspension Period, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable periods specified in this Agreement without being immediately succeeded within 10 Business Days of such Registration Statement ceasing to be effective or usable (or, if such event occurs during, or as a result of, a Suspension Period, prior to the later of (x) within 10 Business Days of such Registration Statement ceasing to be effective or usable and (y) the expiration of the Suspension Period) by a post-effective amendment to such Registration Statement that cures such failure or usability and that is itself immediately declared effective within 10 Business Days of such Registration Statement ceasing to be effective or usable (or, if such event occurs during, or as a result of, a Suspension Period, prior to the later of (x) within 10 Business Days of such Registration Statement ceasing to be effective or usable and (y) the expiration of the Suspension Period) (each such event referred to in clauses (i) through (iii), a “Registration DefaultFailure”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities affected thereby shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Failure and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to for each subsequent 90-day period, up to a maximum of additional but in no event shall the total interest of 0.50rate payable exceed 1.00% per annum (“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 Failures relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default Failure occurs, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 Failure has occurred and is pending at any given time continuing and (ii) a Holder of Registrable Notes that has Transfer Restricted Securities who is not provided entitled to the information required pursuant to Section 4(b) hereof within benefits of the time period set forth therein Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default Failure that pertains to the relevant 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 Failure.

Additional Interest. (a) If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, neither the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) nor the Shelf Registration Statement Statement, as the case may be, is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by with the Commission on or prior to the 120th date which is 150 days following the date of the original issuance of the Securities, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement able to be used for the offer and sale of the Transfer Restricted Securities within 210 days after the original issuance of the Securities, (iii) the Exchange Offer Registration Statement is declared effective, but the Registered Exchange Offer is not consummated on or prior to 270 days after the date of the original issuance of Securities, (iv) the Company is required to file the Shelf Registration Statement in accordance with Section 2, but the Company does not so file the Shelf Registration Statement or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Automatic Shelf Registration Statement so designated on or prior to the 30th day after the Company’s obligation to file such Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement arises, (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective or fail (at any time that the Company is obligated to be usable for its intended purpose maintain the effectiveness thereof) without being immediately again effective within 30 days or being succeeded within 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself immediately declared effective or immediately effective, provided that such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (iiivi), a “Registration Default”), the Company shall be obligated to pay additional interest (“Additional Interest”) thento each Holder of Transfer Restricted Securities, with respect to during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such a Registration Default, the interest and such rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, up to a provided that the maximum of additional interest of rate may in no event exceed 0.50% per annum (“Additional Interest”)annum. Any amounts of Such obligation to pay Additional Interest due pursuant shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to this Section 5 will be paid in cash on all properly tendered Securities, (iii) the relevant Interest Payment Date to Holders of record on Shelf Registration Statement is declared effective or (iv) the relevant regular record datesShelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 accrual 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 Statementwill cease.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated within 330 days after the Issue 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 without being immediately succeeded 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”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. 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 Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes 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 Registrable Note Security at the time such security ceases to be a Registrable Note 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 at any given time and (ii) a Holder of Registrable Notes Securities 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 1)If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, neither the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) nor the Shelf Registration Statement Statement, as the case may be, is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by with the Commission on or prior to the 120th date which is 150 days following the date of the original issuance of the Securities, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement able to be used for the offer and sale of the Transfer Restricted Securities within 210 days after the original issuance of the Securities, (iii) the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 270 days after the date of the original issuance of Securities, (iv) the Company is required to file the Shelf Registration Statement in accordance with Section 2, the Company does not so file the Shelf Registration Statement or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Automatic Shelf Registration Statement so designated on or prior to the 30th day after the Company’s obligation to file such Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement arises, (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective or fail (at any time that the Company is obligated to be usable for its intended purpose maintain the effectiveness thereof) without being immediately again effective within 30 days or being succeeded within 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself immediately declared effective or immediately effective, provided that such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (iiivi), a “Registration Default”), the Company shall be obligated to pay additional interest (“Additional Interest”) thento each Holder of Transfer Restricted Securities, with respect to during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such a Registration Default, the interest and such rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, up to a provided that the maximum of additional interest of rate may in no event exceed 0.50% per annum (“Additional Interest”)annum. Any amounts of Such obligation to pay Additional Interest due pursuant shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to this Section 5 will be paid in cash on all properly tendered Securities, (iii) the relevant Interest Payment Date to Holders of record on Shelf Registration Statement is declared effective or (iv) the relevant regular record datesShelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 accrual 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 Statementwill cease.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each the subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All The Company shall promptly notify the Trustee of any of its obligations under this Section 5 and all obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under applicable law or filed with the Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Dayfiling in sections 3(a) and 4(a), the next succeeding Business Day)as applicable, (ii) in the event the Company is any of such 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 Statements has not become or been declared effective by the Commission on or prior to the 120th day date specified for such effectiveness in sections 3(a) and 4(a), as applicable, (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 business days after the Shelf Filing Deadline (or if such 120th day is not a Business DayEffectiveness Target Date with respect to the Exchange Offer Registration Statement, 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 without being immediately succeeded within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), the Company and the Guarantors jointly and severally agree to pay additional interest to each Holder of Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the additional interest rate on the Registrable Notes will be increased by 0.25% per annum and will shall increase by an additional 0.25% $.05 per annum on the week per $1,000 in principal amount of Notes Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, up to a maximum amount of additional interest of 0.50% $.50 per annum (“Additional Interest”)week per $1,000 principal amount of Transfer Restricted Securities. Any amounts of Additional Interest due pursuant The Company shall in no event be required to this Section 5 will pay additional interest for more than one Registration Default at any given time. All accrued additional interest shall be paid to Record Holders by the Company and the Guarantors by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date, as provided in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record datesIndenture. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the accrual of additional interest rate borne by the relevant Registrable Notes with respect to such Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisionscease. All payment obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security Security shall have been satisfied in full. Notwithstanding full provided, however, that the foregoing, (i) additional interest shall cease to accrue on 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 day immediately prior to the relevant Shelf Registration Statementdate such Transfer Restricted Securities cease to be Transfer Restricted Securities.

Additional Interest. If (i) unless any of the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement Statements required by this Agreement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 (or become automatically effective) on or prior to the 120th day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated within 30 Business Days after the Shelf Filing Deadline (or if such 120th day is not a Business DayEffectiveness Target Date with respect to the Exchange Offer Registration Statement, the next 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 for its intended purpose without being succeeded immediately succeeded 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”) then), with respect to the first Company and the Co-Issuer hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (“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 datesannum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not provided elected to include information or has not timely delivered such information to the information required Company and the Co-Issuer pursuant to Section 4(b) hereof within the time period set forth therein hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. All obligations of the 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 330 days after the Issue 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 without being immediately succeeded 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”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. 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 Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securi- ties will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes 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 Registrable Note Security at the time such security ceases to be a Registrable Note 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 at any given time and (ii) a Holder of Registrable Notes Securities 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 In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement covering the Transfer Restricted Notes that cures such failure has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the Company agrees to pay additional amounts on the Transfer Restricted Notes as to which such Registration Default relates ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.75% per annum of the Accreted Value of the Notes on the date of such Registration Default. The rate of Additional Interest will increase by an additional 0.75% per annum of the Accreted Value of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 3.00% of the Accreted Value of the Notes on the date of such Registration Default. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest rate on borne by the Registrable Notes will be increased by 0.25% per annum and will increase of the principal amount at maturity of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum on of the principal amount at maturity of the Notes with respect to at the beginning of each subsequent 90-day period, up to a maximum amount of additional interest 1.00% of 0.50% per annum (“Additional Interest”)the principal amount at maturity of the Notes. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such Registrable depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes; provided, howeveron or before the applicable semiannual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Notes entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a 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 pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following 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 Statementapplicable Event Date.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission (or become automatically effective) on or prior to the 365th day 365 days after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is and the Note Guarantors are 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 (or become automatically effective) on or prior to the 120th day 365 days after the obligation to file a Shelf Filing Deadline Registration Statement arises (or if such 120th day is not a Business Daythe “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the next succeeding “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Day) Days after the Exchange Offer Effectiveness Target Date with respect to the 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 without being succeeded immediately succeeded 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”) then), with respect to the first Company and the Note Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum annum. Immediately upon the earliest of (“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 y) the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities and (z) 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 without further registration under the Securities Act, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations Any additional interest will be payable in the same form of payment selected by the Issuer per the terms of the Company set forth in Indenture for the preceding paragraph that are outstanding payment of interest with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullapplicable interest period. 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 pending, and (ii) Additional Interest shall be payable for Registration Defaults related to a Holder failure of Registrable Notes that has not provided the information required Company and the Note Guarantors to obtain a Shelf Registration Statement by the Shelf Registration Statement Effectiveness Target Date only to those Holders who sought to have their notes registered pursuant to the first paragraph of Section 4(b4(a) hereof within hereof. All obligations of the time period Company and the Note Guarantors set forth therein shall not be entitled to Additional Interest in the 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 Registration Default that pertains Transfer Restricted Security shall survive until such time as all such obligations with respect to the relevant Shelf Registration Statementsuch security shall have been satisfied in full.

Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been Consummated filed on or prior to the 365th day Filing Date applicable thereto (i.e., 60 days after the Issue Date Date) or (B) notwithstanding that the Company has consummated or if such 365th day is not a Business Daywill consummate the Exchange Offer, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the and such 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 120th Filing Date applicable thereto, then, commencing on the day after the Shelf any such Filing Deadline (or if such 120th day is not a Business DayDate, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but Additional Interest shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate accrue on the Registrable principal amount of the Notes will be increased by 0.25at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and will such Additional Interest rate shall increase by an additional 0.25% per annum on at the principal amount beginning of Notes with respect to each subsequent 90-day period; or (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., up 120 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a maximum Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of additional interest the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (“iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest”Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 5 4 will be paid payable in cash semi-annually on each January 1 and July 1 (to the relevant Interest Payment Date to Holders holders of record on the relevant regular record December 15 and June 15 immediately preceding such dates. Following ), commencing with the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by first such Registrable Notes; provided, however, that, if date occurring after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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.8

Additional Interest. (a) If (iA) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has required by this Agreement is not been Consummated filed with the Commission on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 Shelf Registration Filing Deadline, as applicable, (B) the Shelf any such Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after Effectiveness Deadline or the Shelf Filing Registration Effectiveness Deadline, as applicable, (C) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) 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 without being immediately succeeded within five (5) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within ten (10) business days of filing such post-effective amendment to such Registration Statement (except as permitted in paragraph (c) of this Section 5, such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) (each such event referred to in clauses (iA) through (iiiD), a “Registration Default”) then), with respect then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default, . The amount of the additional interest rate on the Registrable Notes will be increased by 0.25% per annum and will shall increase by an additional 0.25% $.05 per annum on the week per $1,000 in principal amount of Notes Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, up to a maximum amount of additional interest of 0.50% $.50 per annum (“Additional Interest”). Any amounts week per $1,000 in principal amount 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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of provided that the Company set forth shall in the preceding paragraph that are outstanding with respect no event be required to any Registrable Note at the time such security ceases to be a 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 pay additional interest for more than one Registration Default has occurred and is pending at any given time and time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement and/or if applicable the Shelf Registration Statement), in the case of (A) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (B) above, (iii) upon Consummation of the Exchange Offer, in the case of (C) above, or (iv) upon the filing of a Holder 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 Registrable Notes that has not provided (D) above, the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a Registration Default that pertains to the relevant Shelf Registration Statementresult of such clause (A), (B), (C) or (D), as applicable, shall cease.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 330 days after the Issue 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 without being immediately succeeded 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”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. 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 Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes 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 Registrable Note Security at the time such security ceases to be a Registrable Note 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 at any given time and (ii) a Holder of Registrable Notes Securities 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 (ia) unless on or prior to the Exchange Offer shall not be permissible under applicable law or Commission policy90th day following the original issue date of the Notes, the Exchange Offer Registration Statement has not been Consummated filed with the Commission or on or prior to the 365th 90th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required obligation 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) has arisen, the Shelf Registration Statement has not become been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Notes, the Exchange Offer Registration Statement has not been declared effective by the Commission Commission, (c) on or prior to the 120th day 30th Business Day following the date the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been consummated, or (d) after either the Exchange Offer Registration Statement or the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in this Agreement without being succeeded immediately succeeded by a successor Registration Statement or 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 (iiid), a “Registration Default”("REGISTRATION DEFAULT"), interest ("ADDITIONAL INTEREST") then, with respect will accrue on the principal amount of the Notes and the Exchange Notes (in addition to the first stated interest on the Notes and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% PER ANNUM during the 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on PER ANNUM at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such rate exceed 1.00% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisionsPER ANNUM. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Notes at the time such security ceases to be Notes are exchanged for a Registrable New Note shall survive until such time as all such obligations with respect to such security shall Notes 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission (or become automatically effective) on or prior to the 365th day 365 days after the Issue Original Notes Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is Issuer and the Guarantors are 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 (or become automatically effective) on or prior to the 120th day 365 days after the obligation to file a Shelf Filing Deadline Registration Statement arises (or if such 120th day is not a Business Daythe “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the next succeeding “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Day) Days after the Exchange Offer Effectiveness Target Date with respect to the 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 without being succeeded immediately succeeded 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”) then), with respect to the first Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (“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 datesannum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities and (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not provided elected to include information or has not timely delivered such information to the information required Issuer pursuant to Section 4(b) hereof within the time period set forth therein hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. All obligations of the 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated within 360 days after the Issue 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 without being immediately succeeded 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”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. 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 Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes 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 Registrable Note Security at the time such security ceases to be a Registrable Note 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 at any given time and (ii) a Holder of Registrable Notes Securities 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) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under applicable law or filed with the Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (ii) in the event the Company is required to file a Shelf any of such 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 Statements has not become or been declared effective by the Commission on or prior to the 120th day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Shelf Filing Deadline (or if such 120th day is not a Business Day, Effectiveness Target Date with respect to the next succeeding Business Day) 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 without being immediately and such Registration Statement is not succeeded within 10 days by a post-effective amendment to such Registration Statement that cures such ineffectiveness or failure and that is itself immediately within 10 days of filing declared effective 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 and the Guarantors may suspend such Shelf Registration Statement in excess of the periods set forth in clause (iv) above so long as such suspensions do not exceed 30 days in the aggregate in any twelve month period (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company hereby agrees that the interest rate borne by the relevant Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such the first Registration Default, the interest rate on the Registrable Notes will Default (regardless of how many Registration Defaults shall have occurred and be increased continuing) and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (“Additional Interest”regardless of how many Registration Defaults shall have occurred and be continuing). 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 Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations Notwithstanding anything to the contrary herein, in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period, all Registration Defaults with respect to such Shelf Registration Statement will be deemed cured upon consummation of the Company set forth in Exchange Offer (it being understood that the foregoing shall not apply to any Shelf Registration Statement to the extent required to be filed to register any Transfer Restricted Securities pursuant to Section 4(a)(iii) hereof). Any additional interest pursuant to the preceding paragraph that are outstanding is accrued and unpaid with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive remain an outstanding obligation of the Company until such time as all such obligations with respect to such security shall have interest has been satisfied paid 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 The rate of interest payable on this Security shall be subject to the assessment of interest (the "Additional Interest") as follows: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, if the Exchange Offer Registration Statement has (as defined below) or Shelf Registration Statement (as defined below) is not been Consummated on or prior to the 365th day after filed within 60 days following the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day"Filing Date"), Additional Interest shall accrue on the Principal Amount at a rate of 0.50% per annum for the first 60 days commencing on the 61st day after the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; (ii) in if the event the Company is required to file a Shelf Exchange Offer Registration Statement pursuant to Section 4(a) hereof, (A) the or Shelf Registration Statement is not filed declared effective within 150 days following the Filing Date, Additional Interest shall accrue on the Principal Amount at a rate of 0.50% per annum for the first 120 days commencing on the 151st day after the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the Shelf beginning of each subsequent 30-day period; or (iii) if (A) the Issuers and the Subsidiary Guarantors have not exchanged all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 180 days after the Filing Deadline Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement has not become or been declared effective by the Commission on or and such Shelf Registration Statement ceases to be effective at any time prior to the 120th second anniversary of the Issue Date (unless all the Securities have been sold thereunder), then Additional Interest shall accrue on the Principal Amount at a rate of 0.50% per annum for the first 30 days EXHIBIT A Page 8 commencing on (x) the 181st day after the Shelf Filing Deadline Date with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (or if such 120th day is not a Business DayA) above, the next succeeding Business Day) or (iiiy) any the day the Exchange Offer Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to in the case of (B) above, or (z) the day such Shelf Registration Statement that cures ceases to be effective in the case of (C) above, 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 first 90-day period immediately following the occurrence of such Registration Default, the interest Additional Interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase increasing by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts at the beginning 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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Noteseach subsequent 30-day period; provided, however, thatthat the Additional Interest rate on the Securities may not exceed in the aggregate 1.5% per annum; and provided further, if after any such reduction in interest rate, a different Registration Default occurs, that (1) upon the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations filing of the Company set forth Exchange Offer Registration Statement or Shelf Registration Statement (in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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, case of clause (i) above), (2) upon the amount effectiveness of Additional Interest payable shall not increase because more than one the Exchange Offer Registration Default has occurred and is pending at any given time and Statement or Shelf Registration Statement (in the case of (ii) a Holder above), or (3) upon the exchange of Registrable Notes that has not provided Exchange Securities for all Securities tendered (in the information required pursuant case of clause (iii)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to Section 4(bremain effective (in the case of clause (iii)(B) hereof within above), or upon the time period set forth therein shall not be entitled effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) above), Additional Interest with respect to on the Securities as a Registration Default that pertains to result of such clause or the relevant Shelf Registration Statementsubclause thereof, as the case may be, shall cease to accrue.

Additional Interest. (a) If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th 620th day after the Issue Closing Date (or if such 365th 620th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a any Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed required by the Shelf Filing Deadline or (B) the Shelf Registration Statement this Agreement has not become or been declared effective by the Commission on or prior to the 120th 30th day after the Shelf Filing Deadline (or if such 120th 30th day is not a Business Day, the next succeeding Business Day) or (iii) at any time such 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 (except as permitted in Section 5(b) hereof) without being succeeded immediately succeeded by a post-effective 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 first 90-day Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.50% per annum during the 90‑day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum Default and will shall increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum at the end of each subsequent 90‑day period (any such increased interest, “Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid , but in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record datesno event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes 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 Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note 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 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer any Registration Statement has required by this Agreement is not been Consummated filed with the Commission on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (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 any such Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated within 40 days after the Shelf Filing Deadline (or if such 120th day Exchange Offer Registration Statement is not a Business Day, the next succeeding Business Day) 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 without being succeeded immediately succeeded 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 and the Guarantors hereby agree to pay additional interest to each Holder of outstanding Securities (“Additional Interest”) thenduring the period of one or more Registration Defaults, with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, the interest rate on the Registrable Notes will be increased by Default in an amount equal to 0.25% per annum and (which amount will increase be increased by an additional 0.25% per annum on the principal amount of Notes with respect to for each subsequent 90-day period, up period that any Additional Interest continue to a maximum of additional interest of 0.50accrue; provided that the amounts at which Additional Interest accrue may in no event exceed 1.0% per annum (“Additional Interest”)annum) in respect of the Transfer Restricted Securities held by such Holder until the applicable Registration Statement is filed, the Exchange Offer Registration Statement is declared effective and the Exchange Offer is Consummated or the Shelf Registration Statement is declared effective or again becomes effective, as the case may be. Any amounts of All accrued Additional Interest due pursuant to this Section 5 will be paid in cash by the Company and the Guarantors on the relevant each Interest Payment Date to Holders of record on global Securities by wire transfer of immediately available funds or by federal funds check and to holders of certificated Securities by wire transfer to the relevant regular record datesaccounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes accrual of Additional Interest will be reduced to the original interest rate borne by such Registrable Notescease; provided, however, that, if after any such reduction in interest ratethe cessation of the accrual of Additional Interest, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Additional Interest shall again be increased accrue pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such obligations with respect to such security 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 240th day after the Issue Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (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 120th 150th day after the Shelf Filing Deadline (or if such 120th 150th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 270 days after 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 without being succeeded immediately succeeded 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”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Notes shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. 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 Registrable Transfer Restricted Notes, the interest rate borne by the relevant Registrable Transfer Restricted Notes will be reduced to the original interest rate borne by such Registrable Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Transfer Restricted Note at the time such security ceases to be a Registrable Transfer Restricted 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 Transfer Restricted 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has required by this Agreement is not been Consummated filed with the Commission on or prior to the 365th day date that is 30 days after the Issue Closing Date (or if such 365th 30th day is not a Business Day, the next succeeding Business Day), (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 Exchange Offer Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day date that is 120 days after the Shelf Filing Deadline Closing Date (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 150 days after the Closing Date (or if such 150th day is not a Business Day, the next succeeding Business Day) with respect to the Exchange Offer Registration Statement, (iv) the Shelf Registration Statement is not filed within the Shelf Filing Deadline or has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, or (iiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective effective) (each such event referred to in clauses (i) through (iiiv), a “Registration Default”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall increase by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum period (such increase “Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid , but in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record datesno event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable Notesthe Transfer Restricted Securities; provided, however, that, if after any such reduction in interest raterate due to the cure of a Registration Default, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes 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. Notwithstanding any other provisions of this Section 5, 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 Company 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 Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note 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 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer a Demand Shelf Registration Statement required by this Agreement has not been Consummated on declared or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 deemed effective by the Commission on or prior to the 120th day after the applicable Effectiveness Deadline, (ii) a Demand Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail usable in connection with resales of Registrable Shares (other than due to be a Suspension Period or without a replacement Shelf Registration Statement being declared or deemed effective) during the Effectiveness Period and the Company does not cause the Demand Shelf Registration Statement or another Shelf Registration Statement to become effective or usable for its intended purpose without being immediately succeeded within 5 Business Days by filing a post-effective amendment amendment, Prospectus or report pursuant to such the Exchange Act, (iii) any Suspension Period with respect to the Existing Shelf Registration Statement that cures such failure or any Demand Shelf Registration Statement exceeds 45 days (or 60 days, if applicable pursuant to Section 2(c)), whether or not consecutive, in any 90 day period, or 120 days, whether or not consecutive, in any 12-month period, during the Effectiveness Period, or (iv) the Company shall fail to comply with its obligation under this Agreement to name in a Prospectus, as a selling securityholder, a Holder who has returned a completed and that is itself immediately declared effective executed Election and Questionnaire (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), then additional interest (“Additional Interest”) thenwill accrue on the Notes from and including the calendar day following the Registration Default to but excluding the earlier of (1) the calendar day on which all Registration Defaults have been cured and (2) the termination of the Effectiveness Period. All accrued Additional Interest shall be paid quarterly in arrears to the Holders of Notes, with respect in the manner provided for in the Indenture and the Notes. Additional Interest will accrue on the Notes in an amount equal to a per annum rate of 0.25% on the principal amount of Notes for the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum Default and will shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of 1.00% per annum on the principal amount of Notes with respect Notes; provided that the Company shall in no event be required to each subsequent 90-day period, up pay Additional Interest to a maximum of additional interest of 0.50% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 Holder for more than one Registration Default has occurred and is pending at any given time time. Additional Interest, if any, shall be payable only to Holders who have duly returned a completed and executed Election and Questionnaire and, in respect of a Registration Default described in clause (iiiv) a Holder of Registrable Notes that has not provided above, Additional Interest, if any, shall be payable only to the information required pursuant Holders to Section 4(b) hereof within whom such Registration Default relates. Upon the time period set forth therein shall not be entitled to Company curing any Registration Default, the Additional Interest payable with respect to the Notes as a result of such Registration Default that pertains to the relevant Shelf Registration Statementshall cease. The Company will not pay Additional Interest on any Note after it has been converted into cash and, if applicable, shares of Common Stock.

Additional Interest. If (ia) unless the Exchange Offer shall is not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th Exchange Deadline, (b) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared effective (or does not automatically become effective) on or prior to the 90th calendar day after the Issue Date following any Shelf Filing Deadline (or if such 365th 90th day is not a Business Day, the next succeeding Business Day), or (iic) in the event the Company is required to file a Shelf Registration Statement pursuant applicable to Section 4(a) hereof, (A) the Shelf Registration Statement is not Transfer Restricted Securities required to be 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by terms of this Agreement is filed and declared effective (or automatically becomes effective) as required but shall thereafter cease fails to be remain effective or fail to be usable becomes unusable in connection with resales for its intended purpose without being immediately succeeded 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, excluding any Blackout Period (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”) then), with respect to the first 90-day period immediately following the occurrence of such Registration Default, Company hereby agrees that the interest rate on borne by the Registrable Notes will Transfer Restricted Securities shall be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.501.0% per annum (“Additional Interest”). Any amounts ) for the period of Additional Interest due pursuant to this Section 5 will be paid occurrence of the Registration Default until the earlier of the consummation of the Exchange Offer and such time as no Registration Default is in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dateseffect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to any particular Registrable Notes, accrue and the interest rate borne by on the relevant Registrable Notes Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Registrable Notesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall Additional Interest will again be increased commence accruing 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 Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note 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 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 In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Registrable Securities which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on the Registrable Securities as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by Default in an amount equal to 0.25% per annum and of the principal amount of the Securities. The rate of additional Interest will increase by an additional 0.25% per annum on of the principal amount -9- of the Securities for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.00% of the principal amount of Notes the Securities. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, up to a maximum amount of additional interest 1.00% of 0.50% per annum (“Additional Interest”)the principal amount of the Securities. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Notes; providedSecurities, howeveron or before the applicable semiannual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Securities entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a 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 pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following 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 Statementapplicable Event Date.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (unless the Exchange Offer shall not be permissible under applicable law or Commission policy), (ii) in the event if 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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) unless any of the Registration Statements required by this Agreement is not filed with the Commission by the Filing Deadline or Shelf Filing Deadline, as applicable, or, if such Filing Deadline or Shelf Filing Deadline, as the case may be, is not a Business Day, the next succeeding Business Day, (ii) any of such Registration Statements has not been declared effective by the Commission by the end of the 90th day after the Filing Deadline or Shelf Filing Deadline, as applicable, or, if such Filing Deadline or Shelf Filing Deadline, as the case may be, is not a Business Day, the next succeeding Business Day, (iii) the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to by the 365th end of the 180th day after the Issue Date (Filing Deadline or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (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 Day or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) 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 without being succeeded immediately succeeded 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”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.0% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid for each year in cash on which the relevant Interest Payment Date to Holders of record on the relevant regular record datesRegistration Defaults remain uncured. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of to remit unpaid amounts required to be paid by the Company set forth in accordance with the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note 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 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 The Indenture executed in connection with the Securities will provide that in the event that either (ia) unless the Exchange Offer shall Registration Statement is not be permissible under applicable law filed with the Commission on or Commission policyprior to the 60th calendar day following the date of original issue of the Securities, (b) the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 120th calendar day following the date of original issue of the Securities , (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Securities or a Shelf Registration Statement is not declared effective prior to the 120th day following the date the obligation to file such Shelf Registration Statement arises or (d) after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is has been filed and declared effective but effective, the Shelf Registration Statement is unusable by the Holders for any reason during the Effectiveness Period, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall thereafter cease to be effective or fail to not be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective exceeds 30 days in the aggregate (each such event referred to in clauses (ia) through (iii)d) above, a “"Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default"), the interest rate on borne by the Registrable Notes will Securities shall be increased ("Additional Interest") by 0.25% per annum and upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod that such Additional Interest continues to accrue under any such circumstance, up to a provided that the maximum of additional aggregate increase in the interest of 0.50rate will in no event exceed 0.5% per annum (“Additional Interest”)annum. Any amounts of Additional Interest due pursuant to this Section 5 will shall be paid in cash computed based on the relevant Interest Payment Date to Holders actual number of record on the relevant regular record datesdays elapsed in each period in which a Registration Default occurs. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the accrual of Additional Interest will cease and the interest rate borne by the relevant Registrable Notes will be reduced revert to the original rate. The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest rate borne by such Registrable Notes; providedpayment date, however, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Securities entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a 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 pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following 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 Statementapplicable Event Date.

Additional Interest. If (i) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under applicable law or filed with the Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (ii) in the event the Company is required to file a Shelf any of such 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 Statements has not become or been declared effective by the Commission on or prior to the 120th day after date specified for such effectiveness in this Agreement (the Shelf Filing Deadline "Effectiveness Target Date"), regardless of ------------------------- the reasonableness of any efforts made by or on behalf of the Issuer to cause such Registration Statement to become effective), (or if such 120th day is not a Business Dayiii) the Company fails to consummate the Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, 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 without being succeeded immediately succeeded 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 Issuer hereby agrees -------------------- that additional interest ("Additional Interest") thenshall accrue on the Transfer ------------------- Restricted Securities at a rate of 0.50% per annum over the rate at which interest is then otherwise accruing or, with respect to as applicable, principal is then accreting (as determined under the first 90-provisions of the Indenture) during the 90- day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such Additional Interest exceed 2.00% per annum (“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 datesannum. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by Issuer shall not be obligated to accrue and pay Additional Interest on the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after at any such reduction in interest rate, time thereafter a different Registration Default occurs, the interest rate borne by Additional Interest shall again become payable on the relevant Registrable Notes shall again be increased Transfer Restricted Securities pursuant to the foregoing provisions. All obligations of the Company Issuer set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security 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 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission (or become automatically effective) on or prior to the 365th day 455 days after the Issue Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is Issuer and the Guarantors are 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 (or become automatically effective) on or prior to the 120th day later of 40 days after the obligation to file a Shelf Filing Deadline Registration Statement arises and 455 days after the Closing Date (or if such 120th day is not a Business Daythe “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Target Date, the next succeeding “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Day) Days after the Exchange Offer Effectiveness Target Date with respect to the 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 fails to be usable for its intended purpose without being succeeded immediately succeeded 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”) then), with respect to the first Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (the “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 Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 Transfer Restricted Securities shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant a Shelf Registration StatementStatement required pursuant to Section 4(a)(ii) above only if such Holder shall have made the request required by Section 4(a)(ii) on a timely basis. All obligations of the Issuer and the Guarantors set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If In the event that (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 with the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission SEC on or prior to the 120th calendar day after following the Shelf Filing Deadline date of original issuance of the Notes, (or if such 120th day ii) the Exchange Offer Registration Statement is not a Business Daydeclared effective on or prior to the 180th calendar day following the date of original issuance of the Notes, the next succeeding Business Day) or (iii) any the Exchange Offer is not consummated or a Shelf Registration Statement required by this Agreement (as defined in the Registration Rights Agreement) is not declared effective, in either case, on or prior to the 210th calendar day following the date of original issuance of the Notes or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement is filed and declared effective but shall thereafter cease either be withdrawn by the Company, except as specifically permitted by Section 2.2(B) of the Registration Right Agreement, or becomes subject to be an effective or fail to be usable for its intended purpose stop order suspending the effectiveness of such registration statement, in each case, without being immediately succeeded within 30 calendar days by a post-effective an amendment to such Registration Statement that cures such failure thereto or an additional registration statement filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii)iv) above, a “"Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default"), the interest rate on borne by securities represented by this Note which are Registrable Securities (as defined in the Registrable Notes will Registration Rights Agreement) shall be increased ("Additional Interest") by one-fourth of one percent (0.25% %) per annum and upon the occurrence of each Registration Default, which rate will increase by an additional one-fourth of one percent (0.25% %) per annum if such Registration Default has not been cured within 90 calendar days after occurrence thereof and continuing until all Registration Defaults have been cured, PROVIDED that the aggregate amount of any such increase in the interest rate on such Registrable Securities shall in no event exceed one percent (1.0%) per annum; and PROVIDED, FURTHER, that if the Registration Statement (as defined in the Registration Rights Agreement) is not declared effective on or prior to the 180th calendar day following the original issuance of the Notes and the Company shall request Holders of such Registrable Securities to provide information for inclusion in the Shelf Registration Statement, then such Registrable Securities owned by Holders who do not deliver such information to the Company or who do not provide comments on the principal amount Shelf Registration 18 Statement when requested by the Company will not be entitled to any such increase in the interest rate for any calendar day after the 210th calendar day following the date of Notes with respect to each subsequent 90-day period, up to a maximum original issuance of additional interest of 0.50% per annum (“Additional Interest”)such Registrable Securities. Any amounts of All accrued Additional Interest due pursuant to this Section 5 will shall be paid in cash on the relevant Interest Payment Date to Holders of record such Registrable Securities in the same manner and at the same time as regular payments of interest on the relevant regular record datessuch Registrable Securities. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the accrual of Additional Interest will cease and the interest rate borne by on the relevant Registrable Notes Securities will be reduced revert to the original rate. Interest on the Exchange Notes shall be payable from the last date on which interest rate borne by such Registrable Notes; provided, however, thatwas paid on the Exchange Notes or, if after any no such reduction in interest ratehas been paid on the Exchange Notes, a different Registration Default occursfrom the last date on which interest was paid on this Note or, if no such interest has been paid on this Note, from the date of issuance of this Note. Such interest rate borne by shall include all Additional Interest that may have accrued on this Note for which the relevant Registrable Exchange Notes shall again be increased were exchanged pursuant to the foregoing provisions. All obligations Exchange Offer; such Additional Interest to be calculated in accordance with the terms of the Company set forth Registration Rights Agreement, the Indenture and this Note and payable at the same time and in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time same manner 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 Statementperiodic interest on this Note.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has required by this Agreement is not been Consummated filed with the Commission on or prior to the 365th day date that is 180 days after the Issue Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (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 Exchange Offer Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day date that is 270 days after the Shelf Filing Deadline Closing Date (or if such 120th 270th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 300 days after the Closing Date (or if such 300th day is not a Business Day, the next succeeding Business Day) with respect to the Exchange Offer Registration Statement, (iv) the Shelf Registration Statement is not filed within the Shelf Filing Deadline or has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, or (iiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective effective) (each such event referred to in clauses (i) through (iiiv), a “Registration Default”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall increase by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum period (such increase “Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid , but in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record datesno event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable Notesthe Transfer Restricted Securities; provided, however, that, if after any such reduction in interest raterate due to the cure of a Registration Default, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes 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. Notwithstanding any other provisions of this Section 5, 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 Company 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 Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note 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 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 (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) unless the Exchange Offer shall applicable Registration Statement is not be permissible under filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the SEC on or prior to the 365th day date specified herein for such effectiveness after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day)obligation arises, (iiiii) in if the event the Company Exchange Offer is required to file a Shelf be Consummated hereunder, the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be usable for its intended purpose effective hereunder without being succeeded immediately succeeded 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”) then"), then the interest rate on Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.250.5% per annum and will increase by an additional 0.250.5% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until such Registration Default has been cured, up to a maximum amount of additional interest of 0.501.0% per annum (“Additional Interest”)with respect to all Registration Defaults. Any amounts Following the cure of a Registration Default, the accrual of Additional Interest due pursuant with respect to this Section 5 such Registration Default will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following cease and upon the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced revert to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 180th day after the Issue Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated within 270 days after the Issue 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 without being immediately succeeded 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”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. 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 Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes 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 Registrable Note Security at the time such security ceases to be a Registrable Note 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 at any given time and (ii) a Holder of Registrable Notes Securities 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. (a) If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, neither the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) nor the Shelf Registration Statement Statement, as the case may be, is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by with the Commission on or prior to the 120th day after date which is 150 days following the Shelf Filing Deadline Closing Date (or or, if such 120th the 150th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter), (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 210 days after the Closing Date (or, if the 210th day is not a business day, the first business day thereafter), (iii) any the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 270 days after the Closing Date (or, if the 270th day is not a business day, the first business day thereafter), (iv) the Issuer is required by this Agreement to file the Shelf Registration Statement in accordance with Section 2, the Issuer does not so file the Shelf Registration Statement on or prior to the date which is 270 days after the Issuer's obligation to file a Shelf Registration Statement arises (or, if the 270th day is not a business day, the first business day thereafter), or (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective or fail usable (at any time that the Issuer is obligated to be usable for its intended purpose maintain the effectiveness thereof) without being immediately again effective within 30 days or being succeeded within 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself declared effective or immediately declared effective (each such event referred to in clauses (i) through (iiiv), a “Registration Default”), the Issuer shall be obligated to pay additional interest (“Additional Interest”) thento each Holder of Transfer Restricted Notes, with respect to during the period of one or more such Registration Defaults (which period shall not include the date on which all Registration Defaults have been cured), at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Notes held by such Holder for the first 90-day period immediately following the occurrence of such a Registration Default, the interest and such rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, up to a provided that the maximum of additional interest of rate may in no event exceed 0.50% per annum (“Additional Interest”)annum. Any amounts of Such obligation to pay Additional Interest due pursuant shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to this Section 5 will be paid in cash on all properly tendered Notes, (iii) the relevant Interest Payment Date to Holders of record on Shelf Registration Statement is declared effective or (iv) the relevant regular record datesShelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes accrual of Additional Interest will be reduced cease. Notwithstanding anything to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction contrary in interest rate, a different Registration Default occursthis Section 3(a), the interest rate borne by Issuer shall not be required to pay Additional Interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company representations set forth in the preceding last paragraph that are outstanding with respect of Section 1 or failed to any Registrable Note at provide the time such security ceases information required to be a Registrable Note shall survive until such time as all such obligations with respect provided by it, if any, pursuant to such security shall have been satisfied in fullSection 4(n). Notwithstanding anything to the foregoingcontrary in this Section 3(a), a Registration Default referred to in clause (iv) the amount of Additional Interest payable shall above will be deemed not increase because more than one to have occurred and be continuing if such Registration Default has occurred and is pending at any given time and (ii) solely as 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 result of, in relation to a Registration Default that pertains to the relevant Shelf Registration StatementStatement or the related prospectus, the filing of a post- effective amendment to such Shelf Registration Statement and for such time as is reasonably necessary to incorporate our annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders of the Notes to use the related prospectus, and the Issuer is using its reasonable best efforts to have such post-effective amendment declared effective.

Additional Interest. (a) If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, neither the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) nor the Shelf Registration Statement Statement, as the case may be, is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by with the Commission on or prior to the 120th day after date which is 150 days following the Shelf Filing Deadline Closing Date (or or, if such 120th the 150th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter), (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 210 days after the Closing Date (or, if the 210th day is not a business day, the first business day thereafter), (iii) any the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 270 days after the Closing Date (or, if the 270th day is not a business day, the first business day thereafter), (iv) the Issuer is required by this Agreement to file the Shelf Registration Statement in accordance with Section 2, the Issuer does not so file the Shelf Registration Statement on or prior to the date which is 270 days after the Issuer’s obligation to file a Shelf Registration Statement arises (or, if the 270th day is not a business day, the first business day thereafter), or (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective or fail usable (at any time that the Issuer is obligated to be usable for its intended purpose maintain the effectiveness thereof) without being immediately again effective within 30 days or being succeeded within 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself declared effective or immediately declared effective (each such event referred to in clauses (i) through (iiiv), a “Registration Default”), the Issuer shall be obligated to pay additional interest (“Additional Interest”) thento each Holder of Transfer Restricted Notes, with respect to during the period of one or more such Registration Defaults (which period shall not include the date on which all Registration Defaults have been cured), at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Notes held by such Holder for the first 90-day period immediately following the occurrence of such a Registration Default, the interest and such rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, up to a provided that the maximum of additional interest of rate may in no event exceed 0.50% per annum (“Additional Interest”)annum. Any amounts of Such obligation to pay Additional Interest due pursuant shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to this Section 5 will be paid in cash on all properly tendered Notes, (iii) the relevant Interest Payment Date to Holders of record on Shelf Registration Statement is declared effective or (iv) the relevant regular record datesShelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes accrual of Additional Interest will be reduced cease. Notwithstanding anything to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction contrary in interest rate, a different Registration Default occursthis Section 3(a), the interest rate borne by Issuer shall not be required to pay Additional Interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company representations set forth in the preceding last paragraph that are outstanding with respect of Section 1 or failed to any Registrable Note at provide the time such security ceases information required to be a Registrable Note shall survive until such time as all such obligations with respect provided by it, if any, pursuant to such security shall have been satisfied in fullSection 4(n). Notwithstanding anything to the foregoingcontrary in this Section 3(a), a Registration Default referred to in clause (iv) the amount of Additional Interest payable shall above will be deemed not increase because more than one to have occurred and be continuing if such Registration Default has occurred and is pending at any given time and (ii) solely as 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 result of, in relation to a Registration Default that pertains to the relevant Shelf Registration StatementStatement or the related prospectus, the filing of a post-effective amendment to such Shelf Registration Statement and for such time as is reasonably necessary to incorporate our annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders of the Notes to use the related prospectus, and the Issuer is using its reasonable best efforts to have such post-effective amendment declared effective.

Additional Interest. If (i) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under applicable law or filed with the Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (ii) in the event the Company is required to file a Shelf any of such 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 Statements has not become or been declared effective by the Commission on or prior to the 120th day after date specified for such effectiveness in this Agreement (the Shelf Filing Deadline "Effectiveness Target Date"), regardless of ------------------------- the reasonableness of any efforts made by or on behalf of the Issuer to cause such Registration Statement to become effective), (or if such 120th day is not a Business Dayiii) the Company fails to consummate the Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, 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 without being succeeded immediately succeeded 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 Issuer hereby agrees that -------------------- additional interest ("Additional Interest") thenshall accrue on the Transfer ------------------- Restricted Securities at a rate of 0.50% per annum over the rate at which interest is then otherwise accruing or, with respect to as applicable, principal is then accreting (as determined under the first 90-provisions of the Indenture) during the 90- day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such Additional Interest exceed 2.00% per annum (“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 datesannum. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by Issuer shall not be obligated to accrue and pay Additional Interest on the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after at any such reduction in interest rate, time thereafter a different Registration Default occurs, the interest rate borne by Additional Interest shall again become payable on the relevant Registrable Notes shall again be increased Transfer Restricted Securities pursuant to the foregoing provisions. All obligations of the Company Issuer set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security 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 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a any Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed required by the Shelf Filing Deadline or (B) the Shelf Registration Statement this Agreement has not become or been declared effective by the Commission on or prior to the 120th day Shelf Effectiveness Deadline, (ii) the Exchange Offer is required by this Agreement but has not been Consummated within 360 days after the Shelf Filing Deadline Closing Date (or if such 120th 360th day is not a Business Day, the next succeeding Business Day) or (iii) other than in connection with a Suspension Period, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable periods specified in this Agreement without being immediately succeeded within 10 Business Days of such Registration Statement ceasing to be effective or usable (or, if such event occurs during, or as a result of, a Suspension Period, prior to the later of (x) within 10 Business Days of such Registration Statement ceasing to be effective or usable and (y) the expiration of the Suspension Period) by a post-effective amendment to such Registration Statement that cures such failure or usability and that is itself immediately declared effective within 10 Business Days of such Registration Statement ceasing to be effective or usable (or, if such event occurs during, or as a result of, a Suspension Period, prior to the later of (x) within 10 Business Days of such Registration Statement ceasing to be effective or usable and (y) the expiration of the Suspension Period) (each such event referred to in clauses (i) through (iii), a “Registration DefaultFailure”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities affected thereby shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Failure and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to for each subsequent 90-day period, up to a maximum of additional but in no event shall the total interest of 0.50rate payable exceed 1.00% per annum (“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 Failures relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default Failure occurs, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 Failure has occurred and is pending at any given time continuing and (ii) a Holder of Registrable Notes that has Transfer Restricted Securities who is not provided entitled to the information required pursuant to Section 4(b) hereof within benefits of the time period set forth therein Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default Failure that pertains to the relevant 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 Failure.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business DayXxxxx 00, the next succeeding Business Day)0000, (iixx) 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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. (a) If (iA) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has required by this Agreement is not been Consummated filed with the Commission on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 Shelf Registration Filing Deadline, as applicable, (B) the Shelf any such Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after Effectiveness Deadline or the Shelf Filing Registration Effectiveness Deadline, as applicable, (C) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) 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 without being immediately succeeded within five (5) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within ten (10) business days of filing such post-effective amendment to such Registration Statement (except as permitted in paragraph (c) of this Section 5, such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (iA) through (iiiD), a “"Registration Default”) then"), with respect then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default, . The amount of the additional interest rate on the Registrable Notes will be increased by 0.25% per annum and will shall increase by an additional 0.25% $.05 per annum on the week per $1,000 in principal amount of Notes Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, up to a maximum amount of additional interest of 0.50% $.50 per annum (“Additional Interest”). Any amounts week per $1,000 in principal amount 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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of provided that the Company set forth shall in the preceding paragraph that are outstanding with respect no event be required to any Registrable Note at the time such security ceases to be a 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 pay additional interest for more than one Registration Default has occurred and is pending at any given time and time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement and/or if applicable the Shelf Registration Statement), in the case of (A) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (B) above, (iii) upon Consummation of the Exchange Offer, in the case of (C) above, or (iv) upon the filing of a Holder 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 Registrable Notes that has not provided (D) above, the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest additional interest payable with respect to the Transfer Restricted Securities as a Registration Default that pertains to the relevant Shelf Registration Statementresult of such clause (A), (B), (C) or (D), as applicable, shall cease.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business DayJanuary 25, the next succeeding Business Day)2022, (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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 for its intended purpose without being immediately succeeded 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 first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“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 Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All The Company shall promptly notify the Trustee of any of its obligations under this Section 5 and all obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer by the Target Consummation Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement covering the Transfer Restricted Notes that cures such failure has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.25% per annum of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.25% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.00% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest rate on borne by the Registrable Notes will be increased by 0.25% per annum and will increase of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum on of the principal amount of the Notes with respect to at the beginning of each subsequent 90-day periodperiod (or portion thereof), up to a maximum amount of additional interest 1.00% of 0.50% per annum (“Additional Interest”)the principal amount of the Notes. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such Registrable depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes; provided, howeveron or before the applicable semi-annual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Notes entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a 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 pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following 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 Statementapplicable Event Date.

Additional Interest. If (i) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under filed with the Commission by the Filing Deadline or Shelf Filing Deadline, as applicable law or Commission policy(or, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day Filing Deadline or Shelf Filing Deadline, as the case may be, is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf any of such 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 Statements has not become or been declared effective by the Commission on or prior to by the 120th end of the 90th day after the Filing Deadline or Shelf Filing Deadline, as applicable (or, if such Filing Deadline or Shelf Filing Deadline, as the case may be, is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated by the end of the 180th day after the Filing Deadline (or if such 120th 180th day is not a Business Day, the next succeeding Business Day) 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 without being succeeded immediately succeeded 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”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.0% per annum for each year in which the Registration Defaults remain uncured (the “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 Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of to remit unpaid amounts required to be paid by the Company set forth in accordance with the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note 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 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission on or prior to the 365th day 180 days after the Issue Assumption Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day) (the “Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is required and the Note Guarantors are obligated 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 (or become automatically effective) on or prior to the 120th day 180 days after the obligation to file a Shelf Filing Deadline Registration Statement arises (or if such 120th 180th day is not a Business Day, the next succeeding Business Day) or (the “Shelf Registration Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Exchange Offer Effectiveness Target Date with respect to an Exchange Offer Registration Statement that has been declared effective by the Commission, or (iv) 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 resales of Transfer Restricted Securities without being succeeded immediately succeeded by a post-effective amendment to such Shelf Registration Statement Statement, or an amendment or supplement to the Prospectus forming a part thereof, that cures such failure and that that, in the case of any such post-effective amendment, is itself immediately declared or becomes automatically effective (other than during a Blackout Period ) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Note Guarantors hereby agree that the interest rate borne by the affected Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum annum. Immediately upon the earlier of (“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 y) the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities and (z) the date on which such Transfer Restricted Securities cease to be Transfer Restricted Securities, the interest rate borne by the relevant Registrable Notes will such Transfer Restricted Securities shall be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes such Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 pending, and (ii) Additional Interest shall be payable for Registration Defaults related to a Holder failure of Registrable Notes that has not provided the information required pursuant Company and the Note Guarantors to Section 4(b) hereof within obtain a Shelf Registration Statement by the time period set forth therein Shelf Registration Statement Effectiveness Target Date only to those Holders who shall not be entitled to Additional Interest have their Transfer Restricted Securities registered pursuant to the first paragraph of Section 4(a) hereof. All obligations of the Company and the Note Guarantors set forth in the 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 Registration Default that pertains Transfer Restricted Security shall survive until such time as all such obligations with respect to the relevant Shelf Registration Statementsuch security shall have been satisfied in full.

Additional Interest. If In the event that (i) unless the applicable ------------------- Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), ------------------------- (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Registrable Securities which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest -------------------- rate on the Registrable Securities as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period ------------------- (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by in an amount equal to 0.25% per annum and of the principal amount of the Securities. The rate of additional Interest will increase by an additional 0.25% per annum on of the principal amount of Notes with respect to the Securities for each subsequent 90-day periodperiod (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a an aggregate maximum increase in the interest rate of additional interest of 0.501.00% per annum (“Additional Interest”)of the principal amount of the Securities. Any amounts of Additional Interest due pursuant to this Section 5 will shall be paid in cash computed based on the relevant Interest Payment Date to Holders actual number of record on the relevant regular record datesdays elapsed during which any such Registration Defaults exist. Following the cure of all a Registration Defaults relating to any particular Registrable NotesDefault, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations accrual of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 such Registration Default that pertains will cease and the interest will revert to the relevant Shelf Registration Statementoriginal rate. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be ---------- paid in arrears by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable in arrears on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (i) unless In the event that (A) the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (B) the applicable Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the "Effectiveness Target Date"), (C) the Exchange Offer shall not is required to be permissible under applicable law or Commission policy, consummated hereunder and the Company fails to consummate the Exchange Offer within 30 business days of the effectiveness date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (D) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective or fail usable (other than due to be usable for its intended purpose a Suspension Event) during the periods specified herein without being immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Transfer Restricted Securities which has been filed and that is itself immediately declared effective (each such event referred to in clauses (iA) through (iiiD), a “"Registration Default”) then"), then the Company shall pay, jointly and severally, liquidated damages to each Holder of Transfer Restricted Securities as to which such Registration Default relates ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default or Defaults is continuing immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by in an amount equal to 0.25% per annum and of the principal amount of the Securities. The amount of Additional Interest will increase in- crease by an additional 0.25% per annum on of the principal amount of Notes with respect to the Securities for each subsequent 90-day periodperiod (or portion thereof) while a Registration Default or Defaults is continuing until all Registration Defaults have been cured, up to a an aggregate maximum amount of additional interest of 0.501.00% per annum (“Additional Interest”)of the principal amount of the Securities. Any amounts of Additional Interest due pursuant to this Section 5 will shall be paid in cash computed based on the relevant Interest Payment Date to Holders actual number of record on the relevant regular record datesdays elapsed during which any such Registration Default or Defaults exist. Following the cure of all a Registration Defaults relating to any particular Registrable NotesDefault, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations accrual of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 such Registration Default that pertains will cease. Additional Interest pursuant to this Section 2(e) shall be the exclusive monetary remedy available to the relevant Shelf Holders of the Securities in respect of any Registration StatementDefault. Additional Interest will not accrue and be payable as set forth above during any Suspension Period to the extent such Suspension Period does not exceed 45 days in any 12-month period.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer any Registration Statement has required by this Agreement is not been Consummated filed with the Commission on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (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 any such Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated within 40 days after the Shelf Filing Deadline (or if such 120th day Exchange Offer Registration Statement is not a Business Day, the next succeeding Business Day) 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 without being succeeded immediately succeeded 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 and the Guarantors hereby agree to pay additional interest to each Holder of outstanding Securities (“Additional Interest”) thenduring the period of one or more Registration Defaults, with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, the interest rate on the Registrable Notes will be increased by Default in an amount equal to 0.25% per annum and (which amount will increase be increased by an additional 0.25% per annum on the principal amount of Notes with respect to for each subsequent 90-day period, up period that any Additional Interest continues to a maximum of additional interest of 0.50accrue; provided that the amounts at which Additional Interest accrue may in no event exceed 1.0% per annum (“Additional Interest”)annum) in respect of the Transfer Restricted Securities held by such Holder until the applicable Registration Statement is filed, the Exchange Offer Registration Statement is declared effective and the Exchange Offer is Consummated or the Shelf Registration Statement is declared effective or a Registration Statement again becomes effective, as the case may be. Any amounts of All accrued Additional Interest due pursuant to this Section 5 will be paid in cash by the Company and the Guarantors on the relevant each Interest Payment Date to Holders of record on global Securities by wire transfer of immediately available funds or by federal funds check and to holders of certificated Securities by wire transfer to the relevant regular record datesaccounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes accrual of Additional Interest will be reduced to the original interest rate borne by such Registrable Notescease; provided, however, that, if after any such reduction in interest ratethe cessation of the accrual of Additional Interest, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Additional Interest shall again be increased accrue pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such obligations with respect to such security 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) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission on or prior to the 365th day 180 days after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is and the Note Guarantors are 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 (or become automatically effective) on or prior to the 120th day 180 days after the obligation to file a Shelf Filing Deadline Registration Statement arises (or if such 120th day is not a Business Daythe “Shelf Registration Effectiveness Target Date”), the next succeeding Business Day) or (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Exchange Offer Effectiveness Target Date with respect to an Exchange Offer Registration Statement that has been declared effective by the Commission, or (iv) 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 without being succeeded immediately succeeded by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared or becomes automatically effective (other than during a Blackout Period) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Note Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum annum. Immediately upon the earlier of (“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 y) the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities and (z) the date on which such Transfer Restricted Securities cease to be Transfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 pending, and (ii) Additional Interest shall be payable for Registration Defaults related to a Holder failure of Registrable Notes that has not provided the information required Company and the Note Guarantors to obtain a Shelf Registration Statement by the Shelf Registration Statement Effectiveness Target Date only to those Holders who sought to have their Transfer Restricted Securities registered pursuant to the first paragraph of Section 4(b4(a) hereof within hereof. All obligations of the time period Company and the Note Guarantors set forth therein shall not be entitled to Additional Interest in the 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 Registration Default that pertains Transfer Restricted Security shall survive until such time as all such obligations with respect to the relevant Shelf Registration Statementsuch security shall have been satisfied in full.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission (or become automatically effective) on or prior to the 365th day 360 days after the Issue Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is Issuers and the Guarantors are 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 (or become automatically effective) on or prior to the 120th day 150 days after the obligation to file a Shelf Filing Deadline Registration Statement arises (or if such 120th day is not a Business Daythe “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the next succeeding “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Day) Days after the Exchange Offer Effectiveness Target Date with respect to the 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 fails to be usable for its intended purpose without being succeeded immediately succeeded 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”) then), with respect to the first Issuers and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (“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 datesannum. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer 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 Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations Notwithstanding any other provisions of the Company set forth in the preceding paragraph this section, no Additional Interest shall accrue for a Registration Default that are outstanding with respect to any Registrable Note at the time such security ceases to be occurs solely by reason of a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullShelf Black-Out Period. 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 Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not provided elected to include information or has not timely delivered such information to the information required Issuer pursuant to Section 4(b) hereof within the time period set forth therein hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. All obligations of the 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. (a) If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (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 with the Commission prior to or on the Shelf Filing Deadline or Deadline, (Bii) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to or on the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business DayEffectiveness Target Date, the next succeeding Business Day) or (iii) any except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded within five Business Days by a post-effective amendment to such the Shelf Registration Statement Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and that and, in the case of a post-effective amendment, is itself immediately declared effective effective, or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iiiiv), a “Registration Default”), the Issuer and the Guarantor jointly and severally hereby agree to pay additional interest (“Additional Interest”) thenwith respect to Securities that are Transfer Restricted Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured, accruing at a rate, to each holder of Securities, (x) with respect to the first 90-day period immediately following the occurrence of such during which a Registration DefaultDefault shall have occurred and be continuing, the interest rate on the Registrable Notes will be increased by equal to 0.25% per annum and will increase by an additional 0.25% per annum on of the principal amount of Notes the Securities, and (y) with respect to each subsequent 90-the period commencing on the 91st day periodfollowing the day the Registration Default shall have occurred and be continuing, up equal to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of the principal amount of the Securities; provided that in no event shall 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 Registrable Notes, the interest accrue at an aggregate rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations per year exceeding 0.50% of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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 principal amount of Additional Interest payable shall not increase because more than one Registration Default has occurred the Securities and is pending at any given time and (ii) a Holder of Registrable Notes provided further 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 such Transferred Restricted Securities shall not accrue under more than one of the foregoing clauses (i), (ii), (iii) and (iv) at any one time. No Additional Interest shall be payable on any Securities that pertains to the relevant Shelf Registration Statementhave been converted into shares of Common Stock or such Common Stock.

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) unless the Exchange Offer shall applicable Registration Statement is not be permissible under filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the SEC on or prior to the 365th day date specified herein for such effectiveness after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day)obligation arises, (iiiii) in if the event the Company Exchange Offer is required to file a Shelf be Consummated hereunder, the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable 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 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next 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 usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be usable for its intended purpose effective hereunder without being succeeded immediately succeeded 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”) then"), then the interest rate on Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.250.5% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until such Registration Default has been cured, up to a maximum amount of additional interest of 0.502.0% per annum (“Additional Interest”)with respect to all Registration Defaults. Any amounts Following the cure of a Registration Default, the accrual of Additional Interest due pursuant with respect to this Section 5 such Registration Default will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following cease and upon the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced revert to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a 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.