Common use of Additional Interest Clause in Contracts

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree Each Bank agrees that the Holders if it is a Delinquent Bank, then it will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities pay an amount (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms following schedule in addition to interest equal to the Base Cost: 1st offense PLUS 500 basis points per annum of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal delinquent amount 2nd offense PLUS 750 basis points per annum of the Notes at a rate of 0.25% delinquent amount 3rd and subsequent offenses PLUS 1,000 basis points per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate delinquent amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined calculated on the an actual/360 basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, based on the actual number of days elapsedthe 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 Procedures will accrue its own separate count of the number of offenses, so that a Delinquent Bank will pay a separate amount for each such time deadline missed, and the step-up in Additional Interest for the occurrence of a particular offense will only be measured with regard to offenses that have occurred within the 36-month period ending on the date of that particular offense (the “Delinquency Measurement Period”). For example, if a Delinquent 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 morning deadline missed, Additional Interest of 750 basis points with respect to the second morning deadline missed, and Additional Interest of 500 basis points with respect to the afternoon deadline missed. Each Bank agrees that (i) for each Plan CO issued, the first 100 basis points of the Additional Interest shall be assessed against the Delinquent Bank for the benefit of the Contingency Bank that purchased the Plan CO as 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 the same funding time specified in the Procedures and (ii) 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 the same funding time specified in the Procedures. Each of the Banks and the OF agree that 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 contrary, and subject to Sections 5(a) and (d) below, each Bank agrees that assessment of the denominator 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 which is 360the 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. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 365 days after the Registration Trigger Closing Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the Issuers have consummated or will consummate event the Exchange Offer, Issuer and the Issuers Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to 365 days after the 90th day following the date such obligation to file a Shelf Registration Statement was filedarises (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Date, commencing on the day “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 the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and , but in no event shall such increase exceed 1.00% per annum. Following the earlier of (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (Ax) the Issuers have not exchanged Exchange Notes for cure of all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior Registration Defaults relating to the 30th day after any particular Transfer Restricted Securities and (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security, the Exchange Offer Registration Statement was declared (or became automatically) effectiveinterest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicablereduction in interest rate, a Shelf different Registration Statement has been declared effective and such Shelf Registration Statement ceases Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses provisions. Notwithstanding the foregoing, (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any payable shall not increase because more than one time in Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing benefits of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Issuer and the Guarantors set forth in the case of clause (ii) of this Section 4(a)), or (3) upon preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of time such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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 security ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant a Transfer Restricted Security shall survive until such time as all such obligations with respect to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable such security shall have been satisfied in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360full.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by has been filed with the SEC (or becomes automatically effective) on or prior to before the Registration Trigger applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is has not declared effective by been filed with the SEC (or fails to become automatically effective) on or prior to before the 90th day following the date such Shelf Registration Statement was filedFiling Date applicable thereto, then, commencing on the day after any such required effective dateFiling Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.25% per annum for the first 90 days immediately following each such filing dateFiling Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; andor (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC on or before the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or before the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% 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 an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes (and related guarantees) for all Notes Registrable Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; providedbefore November 22, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day 2006 or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then then, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective dateNovember 22, 2006, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above, and such Additional Interest rate increasing 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 Registrable Securities Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) through and (iii) of this Section 4(a) 4 and the rate at the same time and at no time shall the aggregate amount of which Additional Interest accruing accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)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(a)4), or (3) upon the exchange of the Exchange Securities Notes (and related guarantees) for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)4), or upon the effectiveness of the applicable a Subsequent Shelf Registration Statement that in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)4), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day 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”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on simultaneously with, and to the same original persons entitled to receive, stated interest dates as on the Notes, commencing with the first such date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree Guarantors agree, jointly and severally, that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication):if: (i) if an Parent, the Company and the other Guarantors fail to file the Exchange Offer Registration Statement with the SEC on or prior to the 120th day after the Closing Date; (ii) Parent, the Company and the other Guarantors fail to file the Initial Shelf Registration with the SEC on or prior to the Shelf Filing Date; (iii) the Exchange Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become declared effective on or prior to the Registration Trigger Date, then, commencing on Effectiveness Date or the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following after the date such Shelf Registration Statement was filedFiling Date, thenin each case, commencing on if that day is not a Business Day, the next day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at that is a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; andBusiness Day; (iiiiv) if an Exchange Offer Registration Statement is required pursuant Parent, the Company and the other Guarantors fail to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of consummate the Exchange Offer on or prior to the 30th day after Business Day following the date on which the Exchange Offer Registration Statement was is declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such or (v) the Exchange Offer must be consummated not later than Registration Statement or the next succeeding Business Day or (B) if applicable, a Initial Shelf Registration Statement has been is declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time or usable in connection with the resales of Registrable Notes during the Effectiveness Period Applicable Period, (other than after each such time as all Notes have been disposed of thereunderevent referred to in clauses (i) through (v) a “Registration Default”), then the Company will pay additional cash interest (“Additional Interest”) to each holder of Registrable Notes. The rate of Additional Interest shall accrue on the principal amount of the Notes at a rate of will be 0.25% per annum on the outstanding principal amount of Registrable Notes for the first 90 days commencing on (x) 90-day period immediately following the 31st day after such effective dateoccurrence of a Registration Default, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at on the beginning outstanding principal amount of Registrable Notes with respect to each such subsequent 90-day period; provided, however, that the Additional Interest rate period up to a maximum amount of additional interest of 1.00% per annum on the Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate outstanding principal amount of Additional Interest accruing exceed at Registrable Notes, from and including the date on which any one time in such Registration Default shall occur to, but excluding, the aggregate 1.0% per annum; and provided, further, however, that earlier of (1) upon the filing of the Exchange Offer date on which all Registration Statement Defaults have been cured or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness date on which all the Registrable Notes otherwise become freely transferable by Holders other than affiliates of the Exchange Offer Registration Statement or Company without further registration under the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueAct. (b) The Issuers Company will pay such Additional Interest on regular Interest Payment Dates in the same manner as other interest is paid on the Notes. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes. All Additional Interest will be paid by the Company and the Guarantors on the next scheduled interest payment date to The Depository Trust Company or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. (c) Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not increase more than by the foregoing rates because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration (i.e., such Holder has not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration. (d) So long as Registrable Notes remain outstanding, the Company shall notify the Trustee within one five Business Day 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”)paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), ) through (a)(ii) or (a)(iiia)(v) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Noteseach Interest Payment Date, commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest rate by the aggregate principal amount of all such Registrable Notes outstanding on the Registrable SecuritiesInterest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Interest Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if the Issuer fails to file an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a the Shelf Registration Statement is required pursuant with respect to Section 3(athe Registrable Securities (other than the Private Exchange Securities) hereof and on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement does is not become declared effective on by the SEC or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Trigger DateStatement, thenor (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, commencing on as the day after case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Trigger DateDefault exists shall be increased (the “Additional Interest”), Additional Interest shall accrue on with respect to the principal amount first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of the Notes over and above the stated interest at a rate of such Registration Default, by 0.25% per annum for the first 90 days immediately following the Registration Trigger Dateannum, such Additional Interest interest rate increasing by an additional 0.250.25 % per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC period (or becomes automatically effectiveportion thereof) on or prior to the while a Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Default is continuing until all Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes Defaults have been disposed of thereunder)cured, then Additional Interest shall accrue on the principal amount of the Notes at up to a maximum rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0of 1.00% per annum; and provided, further, however, that . Upon (1w) upon the filing of the Exchange Offer Registration Statement or a the Shelf Registration Statement Statement, as the case may be, required hereunder (in the case of clause (i) of this Section 4(a)the preceding sentence), (2x) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, as the case may be, required hereunder (in the case of clause (ii) of this Section 4(a)the preceding sentence), or (3y) upon the exchange issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii)(Aiii) of this Section 4(a)), the preceding sentence) or upon (z) the effectiveness of the applicable Exchange Offer Registration Statement or the Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof)Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue. accrue (bbut any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuers Issuer shall notify the Trustee within one three Business Day 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”). Any amounts Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash semi-annually on each interest payment date to the same original record Holder of Securities entitled to receive the interest dates as the Notes, commencing with the first payment to be paid on such date occurring after any such as set forth in the Indenture. Each obligation to pay Additional Interest commences shall be deemed to accrue. The amount of Additional Interest will be determined by multiplying accrue from and including the day following the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360Event Date.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 270 days after the Registration Trigger Closing Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the Issuers have consummated or will consummate event the Exchange Offer, Company and the Issuers Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to 270 days after the 90th day following the date such obligation to file a Shelf Registration Statement was filedarises (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Date, commencing on the day “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 the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Company and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and , but in no event shall such increase exceed 1.00% per annum. Following the earliest of (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (Ax) the Issuers have not exchanged Exchange Notes for cure of all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior Registration Defaults relating to the 30th day after any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the Exchange Offer Registration Statement was declared Company without further registration under the Securities Act and (or became automaticallyz) effectivethe date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicablereduction in interest rate, a Shelf different Registration Statement has been declared effective and such Shelf Registration Statement ceases Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses provisions. Notwithstanding the foregoing, (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any payable shall not increase because more than one time in Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing benefits of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the case of clause (ii) of this Section 4(a)), or (3) upon preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of time such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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 security ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant a Transfer Restricted Security shall survive until such time as all such obligations with respect to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable such security shall have been satisfied in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360full.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 270 days after the Registration Trigger Release Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the Issuers have consummated or will consummate event the Exchange Offer, Company and the Issuers Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to 270 days after the 90th day following the date such obligation to file a Shelf Registration Statement was filedarises (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Date, commencing on the day “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 the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Company and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and , but in no event shall such increase exceed 1.00% per annum. Following the earliest of (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (Ax) the Issuers have not exchanged Exchange Notes for cure of all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior Registration Defaults relating to the 30th day after any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the Exchange Offer Registration Statement was declared Company without further registration under the Securities Act and (or became automaticallyz) effectivethe date that is two years after the Release Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicablereduction in interest rate, a Shelf different Registration Statement has been declared effective and such Shelf Registration Statement ceases Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses provisions. Notwithstanding the foregoing, (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any payable shall not increase because more than one time in Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing benefits of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the case of clause (ii) of this Section 4(a)), or (3) upon preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of time such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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 security ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant a Transfer Restricted Security shall survive until such time as all such obligations with respect to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable such security shall have been satisfied in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360full.

Additional Interest. (a) The Issuers 9.1 No prior intimation will be given to the Borrower regarding its obligation to pay any Outstanding Amount payable under the Finance Documents regularly and duly on the Initial Purchasers agree that due dates. It shall be entirely the Holders will suffer damages if Borrower’s responsibility to ensure prompt and regular payment of the Issuers fail to fulfill their respective obligations Outstanding Amount and/ or and all interest amounts payable under Section 2 the Finance Documents. 9.2 In the event any Event of Default or Section 3 hereof and that it would not be feasible to ascertain any Trigger Event occurs under the extent of such damages with precision. AccordinglyFinance Documents, the Issuers agree Borrower shall be liable to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, make payment of Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate Rate of 0.25% per annum for Interest, on the first 90 days immediately following entire Outstanding Amount in relation to the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum Loan at the beginning said time, including the principal amount outstanding and accrued interest in relation thereto, irrespective of each subsequent 90-day period;whether the said amounts have become due or not. (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, 9.3 The Additional Interest shall accrue be payable for the period commencing from the date of occurrence of the Event of Default and/or a Trigger Event and expiring on the principal amount date on which the said Event of Default or Trigger Event is cured to the satisfaction of the Notes at a rate of 0.25% per annum Lender. 9.4 The Borrower hereby irrevocably agrees and confirms that the Lender is not required to give any notice or intimation for the first 90 days immediately following each such filing date, such purposes of Additional Interest rate increasing becoming due and payable, and the same shall become due and payable immediately on the occurrence of the Trigger Event and/or Event of Default, irrespective of whether the Lender has or has not issued a notice in this regard or taken any actions consequent to the occurrence of such Trigger Event and/or Event of Default. 9.5 The Borrower hereby expressly acknowledges that the Additional Interest is reasonable and that it represents genuine pre-estimates of the loss expected to be incurred by an additional 0.25% per annum at the beginning Lender in the event of each subsequent 90-day period; andany Event of Default and/or Trigger Event occurring. (iii) if an Exchange Offer Registration Statement 9.6 The Borrower acknowledges that the Loan provided under the Finance Documents is required pursuant for a commercial transaction and hereby explicitly waives any defense that may be available to Section 2(a) hereof them under usury or other laws relating to the charging of interest. 9.7 The obligation to pay the Additional Interest shall not entitle the Borrower to set up a Shelf Registration Statement is required pursuant defense that no Event of Default and/or Trigger Event has/had occurred nor shall it deprive the Lender of its right to Section 3(a) hereof enforce payment of the Outstanding Amount forthwith and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to Finance Documents. 9.8 In the 30th day after case of an arrangement for financing under any scheme of direct deduction of the date on which EMIs from the Exchange Offer Registration Statement was declared (or became automatically) effective; providedsalary of the Borrower, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then this Additional Interest shall accrue on apply in case of delay/default in remittance to ICF, even if the principal amount EMI has been deducted from the salary of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Borrower by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360employer.

Additional Interest. (a) The Issuers Company and the Initial Purchasers each Guarantor acknowledge and agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement is not filed on or prior to the date required by this Agreement, then, commencing on the day after the Registration Trigger Dateeither such required filing date, Additional Interest shall accrue on the principal amount of the Notes that have not been exchanged for Exchange Notes over and above the any stated interest at a rate of 0.252.0% per annum for the first 90 days immediately following such required filing date, subject to the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at provisos in the beginning last sentence of each subsequent 90-day periodthis paragraph; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Effectiveness Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate the an Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day (or the 180th day, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.252.0% per annum for the first 90 days immediately following each such filing required effective date, such Additional Interest rate increasing by an additional 0.25% per annum at subject to the beginning provisos in the last sentence of each subsequent 90-day period; andthis paragraph; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th day date that is 50 days after the effective date on which of the Exchange Offer Registration Statement was declared (or became automatically) effective; providedStatement, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective or usable in connection with resales of the Registrable Notes in accordance with and during the periods specified in this Agreement, as applicable, at any time during the Effectiveness Period period described in Section 3(a) (other than during a Blackout Period or after such time as all Registrable Notes have been disposed of thereunder) or (C) the Company issues a valid notice to suspend the use of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if any (but solely to the extent not concurrent), then during any 12-month period exceeds 90 days, then, in each case, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.252.0% per annum for the first 90 days commencing on (x) the 31st 51st day after such effective date, in the case of clause (A) above, or (y) the day such Shelf Registration Statement ceases to be effectiveeffective or useable, in the case of clause (B) above, or (z) the day the Prospectus in any Shelf Registration Statement is suspended for any period in excess of 90 days during any 12-month period, in the case of clause (C) above, subject to the provisos in the last sentence of this paragraph; or (iv) if (A) an Exchange Offer Registration Statement (as defined in that certain Registration Rights Agreement, dated as of March 15, 2010, among the Company, the Guarantors party thereto and the Majority Backstop Purchasers (as defined therein), covering the Existing Notes (the “Existing Registration Rights Agreement”)) is filed with the SEC with respect to any Existing Notes and the Exchange Offer Registration Statement has not been filed with the SEC, (B) if an Exchange Offer Registration Statement (as defined in the Existing Registration Rights Agreement) with respect to any Existing Notes is declared effective by the SEC but the Exchange Offer Registration Statement is not declared effective by the SEC, or (C) an Exchange Offer (as defined in the Existing Registration Rights Agreement) with respect to the Existing Notes is consummated but an Exchange Offer is not consummated, in each case within 30 days of such filing (in the case of (A)), declaration of effectiveness (in the case of (B) above)), such or consummation (in the case of (C)), Additional Interest shall accrue on the principal amount of the Notes that have not been exchanged for Exchange Notes over and above any stated interest rate increasing by an additional 0.25at a rate of 2.0% per annum at immediately after such failure, subject to the beginning provisos in the last sentence of each such subsequent 90-day period; this paragraph. provided, however, that the Additional Interest rate on the Registrable Securities may will not accrue under more than one of the foregoing clauses (i) through ), (ii), (iii) of this Section 4(aor (iv) at any one time; provided further, however, that the same time and at no time shall the aggregate amount of Additional Interest accruing on the Notes shall not exceed at any one time in the aggregate 1.02.0% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement, Initial Shelf Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes validly tendered and not withdrawn (in the case of clause (iii)(A) of this Section 4(a)above), or (4) upon the effectiveness of the applicable a Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), (5) upon the day the Prospectus in any Shelf Registration Statement the use of this Section 4(awhich was previously suspended may be used again (in the case of clause (iii)(C) above), or upon the filing of the Exchange Offer Registration Statement, effectiveness of the Exchange Offer Registration Statement or consummation of the Exchange Offer (in the case of clause (iv) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one five Business Day 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”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii), (a)(iii) or (a)(iiia)(iv) of this Section 4 will be payable in cash semi-annually the form, on the same original dates and in the manner provided in the Indenture and whether or not any interest dates as the Noteswould then be payable on such date, commencing with the first such quarterly date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicableappli- cable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Guarantor acknowledges and agrees that the Holders of Transfer Restricted Securities will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does has not become effective been filed on or prior to the Filing Date or (B) in the event the Company and the Guarantors are obligated to file an Initial Shelf Registration Trigger Date, then, commencing Statement pursuant to Section 2(i) and Section 3 above and such Initial Shelf Registration Statement has not been filed on the 90th day (the “Shelf Filing Date”) after the date on which the obligation to file the Shelf Registration Trigger DateStatement arises, and if such default is not cured within 30 calendar days of the date on which such default occurred, Additional Interest shall accrue on the principal amount of the Notes over and above the any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Registration Trigger Datedate on which such default occurred, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is not declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Effectiveness Date or (Bor, if required to be filed pursuant to Section 2(i) notwithstanding that the Issuers have consummated or will consummate the Exchange Offerand Section 3 above, the Issuers are required to file a Shelf Registration Statement and such Initial Shelf Registration Statement is not declared effective by on or prior to the SEC (Effectiveness Date, or fails if required to become automatically effective) be filed pursuant to Section 2 and Section 3 above, the Shelf Registration Statement is not declared effective on or prior to the 90th day following after the Shelf Filing Date, and if such default is not cured within 30 calendar days of the date on which such Shelf Registration Statement was filed, then, commencing on the day after such required effective datedefault occurred, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following each such filing datethe Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is not consummated on or prior to the 30th day 40th Business Day after the date on which Effectiveness Date, (B) the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, ceases to be effective at any time prior to the time that if such 30th day would otherwise fall on a day that is not a Business Day, then such the Exchange Offer must be consummated not later than the next succeeding Business Day is consummated, or (BC) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of its effective date (other than after such time as all Notes have been disposed of thereunder), and if such default is not cured within 30 calendar days of the date on which such default occurred, then Additional Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days principal amount of such Notes commencing on (xw) the 31st day 40th Business Day after such effective datethe Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of (B) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (BC) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.01.00% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Initial Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable Shelf Exchange Offer Registration Statement that had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of this Section 4(a)a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof)) or upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement, as the case may be, shall cease to accrue. Accrued Additional Interest shall be paid from and including the date on which any of the defaults described in (i) through (iii) above occurred to but excluding the earlier of (i) the date on which Additional Interest would cease to accrue upon the cessation of the applicable event or events of default described in (1), (2) and/or (3) above or (ii) the date on which all of the Transfer Restricted Securities, other than certificated notes held by affiliates of the Company, otherwise become freely tradable by all Holders, without further Registration under the Securities Act. The accrual and payment of Additional Interest shall be the sole remedy available to any Holder upon the occurrence of any event of default described in Section 4(a)(i) through Section 4(a)(iii) herein. (b) The Issuers Company shall notify the Trustee within one five Business Day 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”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture and whether or not any cash interest dates as the Noteswould then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by has been filed with the SEC (or becomes automatically effective) on or prior to the Registration Trigger Filing Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate the an Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) filed on or prior to the 90th day following the date such Shelf Registration Statement was filedrequired by this Agreement, then, commencing on the day after either such required effective filing date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount at maturity of such Notes for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and, subject to the provisos in the last sentence of this paragraph; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount at maturity of such Notes for the first 90 days immediately following such effective date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day 30 Business Days after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; providedEffectiveness Date, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount at maturity of such Notes for the first 90 days commencing on (x) the 31st day Business Day after such effective datethe Effectiveness Date, in the case of clause (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of clause (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; provided, however, that the Additional Interest rate on the Registrable Securities may will not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at any one time; provided further, however, that the same time and at no time shall the aggregate amount of maximum Additional Interest accruing rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable a Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one 3 Business Day 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”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture and whether or not any cash interest dates as the Noteswould then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount at maturity of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 270 days after the Registration Trigger Closing Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the Issuers have consummated or will consummate event the Exchange Offer, Issuer and the Issuers Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to 270 days after the 90th day following the date such obligation to file a Shelf Registration Statement was filedarises (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Date, commencing on the day “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 the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and , but in no event shall such increase exceed 1.00% per annum. Following the earliest of (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (Ax) the Issuers have not exchanged Exchange Notes for cure of all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior Registration Defaults relating to the 30th day after any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security and (z) the Exchange Offer Registration Statement was declared (or became automatically) effectivedate that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicablereduction in interest rate, a Shelf different Registration Statement has been declared effective and such Shelf Registration Statement ceases Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses provisions. Notwithstanding the foregoing, (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any payable shall not increase because more than one time in Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing benefits of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Issuer and the Guarantors set forth in the case of clause (ii) of this Section 4(a)), or (3) upon preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of time such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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 security ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant a Transfer Restricted Security shall survive until such time as all such obligations with respect to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable such security shall have been satisfied in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360full.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an either the Exchange Offer ------------------- Registration Statement is required pursuant to Section 2(a) hereof or a the Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective filed with the Commission on or prior to the Registration Trigger Datedate specified for such filing in this Agreement, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the target date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been consummated within 30 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) either the Exchange Offer Registration Statement or the Shelf Registration Statement is filed and declared effective but thereafter ceases to be effective during the applicable Exchange Offer Registration Period or Shelf Registration Period, as the case may be (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Issuer hereby agrees to pay additional interest ("Additional Interest") to each Holder of Registrable Notes with respect to the first 90-day period immediately following the occurrence of such Registration Default in an amount equal to 0.5% per annum of the principal amount of Registrable Notes held by such Holder. The amount of the Additional Interest payable to each Holder for such Registration Default will increase by an additional 0.5% per annum of the principal amount of Registrable Notes held by such Holder with respect to each subsequent 90-day period until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per annum of the principal amount of Registrable Notes for all Registration Defaults. All accrued Additional Interest will be paid by the Issuer on each Interest Payment Date (as such term is defined in the case Indenture) to the Holders of record with respect to such Interest Payment Date by wire transfer of immediately available funds or by federal funds check. Additional Interest payable (a) with respect to the Registration Default specified in clause (i) above, shall cease to accrue upon filing of the Exchange Offer Registration Statement (and, if applicable, the Shelf Registration Statement), (b) with respect to the Registration Default specified in clause (ii) of this Section 4(a))above, or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or shall cease to accrue upon the effectiveness of the applicable Exchange Offer Registration Statement (and, if applicable, the Shelf Registration Statement), (c) with respect to the Registration Default specified in clause (iii) above, shall cease to accrue upon consummation of the Exchange Offer, and (d) with respect to the Registration Default specified in clause (iv) above, shall cease to accrue upon the filing of a post-effective amendment to the Registration Statement that had ceased causes the Exchange Offer Registration Statement (and, if applicable, the Shelf Registration Statement) again to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof)be declared effective, as the case may be. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease, and all accrued and unpaid Additional Interest shall cease be paid to accrue. (b) Holders of Registrable Notes promptly thereafter. The Issuers Issuer shall notify the Trustee within one Business Day five days after the occurrence of each and every date on which an event occurs in respect of which Registration Default. The parties hereto agree that the 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 provided for in this Section 4 constitutes a reasonable estimate of the damages that will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after incurred by Holders by reason of any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360Registration Default.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Guarantor acknowledges and agrees that the Holders of Transfer Restricted Securities will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does has not become effective been filed on or prior to the Filing Date or (B) in the event the Company and the Guarantors are obligated to file an Initial Shelf Registration Trigger Date, then, commencing Statement pursuant to Section 2(i) and Section 3 above and such Initial Shelf Registration Statement has not been filed on the 90th day (the “Shelf Filing Date”) after the date on which the obligation to file the Shelf Registration Trigger DateStatement arises, and if such default is not cured within 30 calendar days of the date on which such default occurred, Additional Interest shall accrue on the principal amount of the Notes over and above the any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Registration Trigger Datedate on which such default occurred, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is not declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Effectiveness Date or (Bor, if required to be filed pursuant to Section 2(i) notwithstanding that the Issuers have consummated or will consummate the Exchange Offerand Section 3 above, the Issuers are required to file a Shelf Registration Statement and such Initial Shelf Registration Statement is not declared effective by on or prior to the SEC (Effectiveness Date, or fails if required to become automatically effective) be filed pursuant to Section 2 and Section 3 above, the Shelf Registration Statement is not declared effective on or prior to the 90th day following after the Shelf Filing Date, and if such default is not cured within 30 calendar days of the date on which such Shelf Registration Statement was filed, then, commencing on the day after such required effective datedefault occurred, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following each such filing datethe Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is not consummated on or prior to the 30th day 40th Business Day after the date on which Effectiveness Date, (B) the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, ceases to be effective at any time prior to the time that if such 30th day would otherwise fall on a day that is not a Business Day, then such the Exchange Offer must be consummated not later than the next succeeding Business Day is consummated, or (BC) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of its effective date (other than after such time as all Notes have been disposed of thereunder), and if such default is not cured within 30 calendar days of the date on which such default occurred, then Additional Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days principal amount of such Notes commencing on (xw) the 31st day 40th Business Day after such effective datethe Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of (B) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (BC) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.01.00% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Initial Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable Shelf Exchange Offer Registration Statement that had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of this Section 4(a)a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof)) or upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement, as the case may be, shall cease to accrue. Accrued Additional Interest shall be paid from and including the date on which any of the defaults described in (i) through (iii) above occurred to but excluding the earlier of (i) the date on which Additional Interest would cease to accrue upon the cessation of the applicable event or events of default described in (1), (2) and/or (3) above or (ii) the date on which all of the Transfer Restricted Securities, other than certificated notes held by affiliates of the Company, otherwise become freely tradable by all Holders, without further Registration under the Securities Act. The accrual and payment of Additional Interest shall be the sole remedy available to any Holder upon the occurrence of any event of default descried in Section 4(a)(i) through Section 4(a)(iii) herein. (b) The Issuers Company shall notify the Trustee within one five Business Day 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”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture and whether or not any cash interest dates as the Noteswould then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers Guarantor party hereto acknowledge and agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantor party hereto agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by has been filed with the SEC (or becomes automatically effective) on or prior to the Registration Trigger Filing Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate the an Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) filed on or prior to the 90th day following the date such Shelf Registration Statement was filedrequired by this Agreement, then, commencing on the day after either such required effective filing date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and, subject to the provisos in the last sentence of this paragraph; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following such effective date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th day 30 Business Days after the date on which Effectiveness Date, (B) the Exchange Offer Registration Statement was declared ceases to be effective at any time prior to the consummation of the Exchange Offer, (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (BC) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of the Issue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder) or (D) the Company issues a valid notice to suspend the use of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if any, (but solely to the extent not concurrent), then during any 12 month period exceeds 60 days, then, in each case, Additional Interest shall accrue on the principal amount of the Notes affected thereby over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on (x) the 31st day Business Day after such effective datethe Effectiveness Date, in the case of clauses (A) above, or (y) the day such Exchange Registration Statement or Shelf Registration Statement Statement, as the case may be, ceases to be effective, in the case of clauses (B) and (C) above, or (z) the day the Prospectus in any Shelf Registration Statement ceases to be useable (in the case of clause (D) above), such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; provided, however, that the Additional Interest rate on the Registrable Securities may will not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at any one time; provided further, however, that the same time and at no time shall the aggregate amount of Additional Interest accruing on the Notes shall not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable Exchange Registration Statement or Shelf Registration Statement that Statement, as the case may be, which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)or (iii)(C) above), or (4) upon the day the Prospectus in any Shelf Registration Statement the use of which was previously suspended may be used again (in the case of clauses (iii)(D) above) Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one 5 Business Day 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”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original interest dates as and in the Notes, manner provided in the Indenture commencing with the first such interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers and the Dealer Managers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the New Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the New Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all New Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all New Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the New Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the New Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Convertible Notes will suffer damages if the Issuers fail Company fails to fulfill their respective 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 Issuers agree Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication): (i) as follows if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount any of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; events occur (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered event in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) below a "Registration Default"): (i) If on or prior to the Filing Date, the Initial Shelf Registration has not been filed with the SEC; (ii) If on or prior to the Effectiveness Date, the Initial Shelf Registration has not been declared effective by the SEC; or (iii) If after the Initial Shelf Registration is declared effective (A) the Initial Shelf Registration thereafter ceases to be effective and a Subsequent Shelf Registration covering the Registrable Securities has not become effective or (B) a Shelf Registration or the related prospectus ceases to be usable (except as permitted in Section 3(b) hereof) in connection with resales of this Section 4(a) at Registrable Securities during the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that periods specified herein because either (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities any event occurs as a result of which the related prospectus forming part of such clause Shelf Registration would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration or supplement the related prospectus, to comply with the Securities Act or the relevant subclause thereof)Exchange Act or the respective rules thereunder. Additional Interest shall accrue on outstanding Convertible Notes constituting Registrable Securities over and above the interest set forth in the title of the Convertible Notes and shall accrue on outstanding Underlying Shares constituting Registrable Securities, as in each case from and including the case may bedate on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, shall cease to accrue. (b) at a rate of 0.50% per annum of the Amount of such Registrable Securities. The Issuers Company shall notify the Trustee within one Business Day business day after each and every date on which an event a Registration Default occurs. (b) A Registration Default referred to in Section 3(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf Registration or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in respect excess of which 30 days, Additional Interest shall be payable in accordance with Section 3(a) hereof from the day such Registration Default occurs until such Registration Default is required to be paid cured. (an “Event Date”). c) Any amounts amount of Additional Interest due pursuant to clause (a)(ii), (a)(iiii) or (a)(iiiiii) of this Section 4 3(a) hereof will be payable in cash semi-annually on each April 15 and October 15 (a "Damages Payment Date") to the same original Holder to whom regular interest dates as is payable on such Damages Payment Date with respect to Convertible Notes that are Registrable Securities and to the Notes, commencing Person that is a registered Holder 15 days prior to such Damages Payment Date with the first such date occurring after any such Additional Interest commences respect to accrueUnderlying Shares that are Registrable Securities. The amount of Additional Interest for Registrable Securities will be determined by multiplying the applicable Additional Interest rate by the principal amount Amount of such Registrable Securities on the Damages Payment Date following such Registration Default in the case of the Registrable Securitiesfirst such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months andmonths), in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers Company, the Guarantor and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers Company and the Guarantor fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantor agree to pay, as liquidated damages, additional interest on the Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed with the SEC on or prior to the date 120 days after the Issue Date or (B) notwithstanding that the Company and the Guarantor have consummated or will consummate the Exchange Offer, the Company and the Guarantor are required to file a Shelf Registration Trigger Dateand such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Registration Trigger any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger date 210 days after the Issue Date or (B) notwithstanding that the Issuers Company and the Guarantor have consummated or will consummate the Exchange Offer, the Issuers Company and the Guarantor are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date Effectiveness Date in respect of such Shelf Registration Statement was filedRegistration, then, commencing on the day after such required effective dateEffectiveness Date, Additional Interest shall accrue on the principal amount of Securities included or that should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.25% per annum for the first 90 days immediately following each such filing datethe Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers Company and the Guarantor have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th 260th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of Securities (over and above any interest otherwise payable on the Notes Securities) at a rate of 0.25% per annum for on the first 90 days commencing on (x) the 31st day after such effective dateday, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same any one time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum, and (2) no Additional Interest shall accrue in the event that the Company and the Guarantor have timely filed an Exchange Offer Registration Statement but are unable to complete the Exchange Offer pursuant to Section 2(c) and have timely delivered a Shelf Notice unless the Company and the Guarantor shall thereafter fail to satisfy one or more of the time requirements specified above in clauses (i) through (iii) of this Section 4(a) for filing and effectiveness of the Shelf Registration, in which event Additional Interest as specified above shall accrue, subject, however, to the foregoing proviso (1); and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Exchange Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)) or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company and the Guarantor shall notify the Trustee within one Business Day 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”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each May 15 and November 15 (to the same original interest dates as holders of record on the NotesMay 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers Dealer Manager agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): (i) if an the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, with such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, with such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, with such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths) and the denominator of which is 360.

Additional Interest. (a) The Issuers Company, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers Company and the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed on or prior to the Filing Date applicable thereto (i.e., 60 days after the Issue Date or delivery of the Shelf Notice, as applicable) or (B) notwith-standing that the Company and the Guarantors have consummated or will consummate the Exchange Offer, the Company and the Guarantors are required to file a Shelf Registration Trigger Dateand such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Registration Trigger any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.250.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of 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., 150 days after the Issue Date or delivery of the Shelf Notice, as applicable) or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate the Exchange Offer, the Company and the Guarantors are required to file a 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 the Notes at a rate of 0.50% per annum for the first 90 days immediately following the Registration Trigger day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers Company and the Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th 195th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) the 31st 196th day after such effective datethe Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4(a)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(a)4), or (3) upon the exchange of the Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)4), or upon the effectiveness of the applicable Shelf Registration Statement that which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)4), Additional Interest on the Registrable Securities 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 Issuers Company and the Guarantors shall notify the Trustee within one Business Day business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each March 15 and September 15 (to the same original interest dates as holders of record on the NotesMarch 1 and September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting composed of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Subsidiary Guarantors and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers Company and the Subsidiary Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Subsidiary Guarantors agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): (i) if an (A) neither the Exchange Offer Registration Statement is nor the Shelf Registration Statement has been declared effective on or prior to 210 days after the Issue Date or (B) notwithstanding that the Company and the Subsidiary Guarantors have consummated or will consummate the Exchange Offer, the Company and the Subsidiary Guarantors are required pursuant to Section 2(a) hereof or file a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does is not become declared effective on or prior to the 120th day following the date such Shelf Registration Trigger DateStatement was filed, then, in each case, commencing on the day after the Registration Trigger Datethereafter, Additional Interest shall accrue on the principal amount of the Notes Securities over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Datesuch date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers Company and the Subsidiary Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Consummation Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st 241st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iiiii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.00.50% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company and the Subsidiary Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Noteseach January 1 and July 1, commencing with the first such date occurring after any such Additional Interest commences to accruean Event Date. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their respective 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 Issuers agree Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication):below: (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed with the SEC on or prior to the applicable Filing Date, (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date applicable thereto or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(i)(A) or (B) of the Other Registration Rights Agreement, then, commencing on the day after the Registration Trigger any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing dateFiling Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; andor (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date, (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(ii)(A) or (B) of the Other Registration Rights Agreement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% 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 an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; providedMay 29, however2004, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period or (other than after such time C) the Issuer is required to pay Additional Interest (as all Notes have been disposed defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(iii)(A) or (B) of thereunder)the Other Registration Rights Agreement, then then, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective dateMay 29, 2004, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) aboveabove or (z) the date the Additional Interest (as defined in the Other Registration Rights Agreement) begins to accrue under the terms of the Other Registration Rights Agreement in the case of (C), and such Additional Interest rate increasing 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 Registrable Securities Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) through and (iii) of this Section 4(a) 4 and the rate at the same time and at no time shall the aggregate amount of which Additional Interest accruing accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) (A) or (B) of this Section 4(a)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) (A) or (B) of this Section 4(a)4), or (3) upon the exchange of the Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)4), or upon the effectiveness of the applicable a Subsequent Shelf Registration Statement that in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)4), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Additional Interest on the Notes as a result of clauses (i)(C), (ii)(C) or (iii)(C) of this Section 4 shall cease to accrue if Additional Interest (as defined in the Other Registration Rights Agreement) ceases to accrue under the Other Registration Rights Agreement. (b) The Issuers Issuer shall notify the Trustee within one Business Day 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”"), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually simultaneously with, and to the same persons entitled to receive, stated interest on the same original interest dates as the Registrable Notes, commencing with the first such date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Notes will suffer damages if the Issuers fail Company fails to fulfill their respective 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 Issuers agree Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") ------------------- under the circumstances and to the extent set forth below (without duplication):below: (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Trigger Dateand such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Registration Trigger any Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount Accreted Value of the Notes at a rate of 0.25.50% per annum for the first 90 days immediately following each such filing dateFiling Date, such Additional Interest rate increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period; andor (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to 180 days after the Issue Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Deadline in respect of such Shelf Registration, then, commencing on the day after the date such Registration Statement is required to be declared effective, Additional Interest shall accrue on the Accreted Value of the Notes included or which should have been included in such Registration Statement at a rate of .50% per annum for the first 90 days immediately following the day after the 180th day after the Issue Date or the Effectiveness Deadline, as the case may be, such Additional Interest rate increasing by an additional .50% per annum at the beginning of each subsequent 90-day period; or (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have 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 30th day after the date on which Effectiveness Date of the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount Accreted Value of the Notes at a rate of 0.25.50% per annum for the first 90 days commencing on the (x) the 31st day after such effective dateEffectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.25.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time -------- ------- in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the -------- ------- ------- filing of the Exchange Offer Registration Statement or a the Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)4), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)4), or upon the effectiveness of the applicable Shelf Registration Statement that which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)4), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one Business Day business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional ---------- Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on May 1 and November 1 of each year to the holders of record on the same original interest dates as the Notespreceding April 15 or October 15, respectively, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount Accreted Value of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of the Securities will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such either the Exchange Offer Registration Statement or the Initial Shelf Registration Statement does has not become effective been filed on or prior to the Filing Date (unless, with respect to the Exchange Offer Registration Trigger Statement, a Shelf Event described in clause (i) of Section 2(c) shall have occurred prior to the Filing Date, then, commencing on the day after the Registration Trigger Date), Additional Interest shall accrue on the principal amount of the Notes Securities over and above the stated interest at a rate in an amount equal to $0.192 per week (or any part thereof) per $1,000 principal amount of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodSecurities constituting Transfer Restricted Securities; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither either the Exchange Offer Registration Statement nor or the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Initial Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following Effectiveness Date (unless, with respect to the date such Exchange Offer Registration Statement, a Shelf Registration Statement was filed, then, commencing on the day after such required effective dateEvent described in clause (i) of Section 2(c) shall have occurred), Additional Interest shall accrue on the Securities over and above the stated interest in an amount equal to $0.192 per week (or any part thereof) per $1,000 principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodSecurities constituting Transfer Restricted Securities; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes Securities for all Notes Securities validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th 5th day after the date on which Expiration Date, (B) the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must ceases to be consummated not later than effective at any time prior to the next succeeding Business Day Expiration Date or (BC) if applicable, a any Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then Additional Interest shall accrue on the Securities over and above the stated interest in an amount equal to $0.192 per week (or any part thereof) per $1,000 principal amount of the Notes at a rate of 0.25% per annum for the first 90 days Securities commencing on (x) the 31st sixth day after such effective datethe Expiration Date, in the case of (A) above, or (y) the day such Shelf Registration the Exchange Offer Reg istration Statement ceases to be effective, effective in the case of (B) above, or (z) the day such Additional Interest rate increasing by an additional 0.25% per annum at Shelf Registration Statement ceases to be effective in the beginning case of each such subsequent 90-day period(C) above; provided, however, that the Additional Interest rate on the Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), ) or (3) upon the exchange of Exchange Securities for all Securities validly tendered and not withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Exchange Offer Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueaccrue (but any accrued amount shall be payable). (b) The Issuers Company shall notify the Trustee within one Business Day 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 The Company shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of Registrable Securities. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. Any accrued Additional Interest amount shall be due and payable on each interest payment date immediately after the applicable Event Date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The parties hereto agree that the Additional Interest provided for in Section 4 of this Agreement constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement or Exchange Offer Registration Statement to be filed or declared effective, or a Shelf Registration Statement or an Exchange Offer Registration Statement to remain effective, as the case may be, in accordance with Section 4 will be payable in cash semi-annually on of this Agreement. (c) Each of the Guarantors, jointly and severally, guarantee the payment of the Additional Interest to the same original interest dates extent and in the same manner as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, guarantee provisions set forth in the case of a partial monthIndenture, the actual number of days elapsed) and the denominator of which is 360provisions are incorporated herein by reference mutatis mutandis.

Additional Interest. (a) The Issuers Issuer and the Initial Purchasers Representative agree that the holders of IRL Notes and/or the Holders of Registrable Notes, as the case may be, will suffer damages if the Issuers fail Issuer fails to fulfill their respective 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 Issuers agree Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication):below: (i) if an neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or nor a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed on or prior to the Registration Trigger Filing Date, then, commencing on the first day after the Registration Trigger Filing Date, Additional Interest shall accrue on the principal amount of the IRL Notes over and above the stated interest at a rate of 0.25.50% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodannum; (ii) if an neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or nor a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filedEffective Date, then, commencing on the first day after such required effective datethe Registration Effective Date, Additional Interest shall accrue on the principal amount of Notes or the Exchange Notes included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.25.50% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodannum; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Issuer has not exchanged Exchange Notes for all IRL Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf the Exchange Registration Statement ceases to be effective at any time after the Filing Date and prior to the time that the Exchange Offer is consummated or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective after the Registration Effective Date at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then Additional Interest shall accrue (over and above any interest otherwise payable on the principal amount of the such Notes or Exchange Notes) at a rate of 0.25.50% per annum for the first 90 days commencing on (x) the 31st first day after such effective dateRegistration Effective Date with respect to the Notes not exchanged by the Company, in the case of (A) above, or (y) the day such Shelf (which shall not be earlier than the first day after the Registration Effective Date) the Exchange Registration Statement ceases to be effective, effective in the case of (B) above, or (z) the day (which shall not be earlier than the first day after the Registration Effective Date) such Shelf Registration ceases to be effective in the case of (C) above (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Exchange Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each shall accrue on such subsequent 90-day periodExchange Note); provided, however, that notwithstanding the foregoing, the Additional -------- ------- Interest rate on the Registrable Securities any affected Note may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0.50% per annum; and provided, further, however, that (1) upon the filing of -------- ------- the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes validly tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Exchange Registration Statement that which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Registrable Securities affected Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue; and provided, further that notwithstanding anything to -------- ------- the contrary, if Additional Interest would otherwise be required to accrue and be payable under clause (i) or (ii) of this Section 4(a) due solely to the terms of the Exchange Notes, then (1) no Additional Interest shall accrue or be payable, and (2) this Agreement and the Issuer's obligations shall automatically terminate without requiring any further action. (b) The Issuers Issuer shall notify the Trustee Representative within one Business Day 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”"). The Issuer shall pay the Additional Interest due on Notes by depositing with the paying agent or the Administrative Agent, as the case may be (which shall not be the Company for these purposes) for the Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or the Increasing Rate Term Loan Agreement with respect to the IRL Notes), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(iia) or (a)(iiia)(ii) of this Section 4 will be payable to the holders or Holders of affected Notes in cash semi-annually on each interest payment date specified by the same original Indenture (or the Increasing Rate Term Loan Agreement with respect to the IRL Notes) to the record holders entitled to receive the interest dates as the Notespayment to be made on such date, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securitiesaffected Notes of such holders or Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Subsidiary Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Subsidiary Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Company and the Subsidiary Guarantors have consummated or will consummate an Exchange Offer, the Company and the Subsidiary Guarantors are required to file a Subsequent Shelf Registration Trigger Dateand such Subsequent Shelf Registration is not filed on or prior to the date required by this Agreement, then, commencing on the day after the Registration Trigger Date, then Additional Interest shall accrue on the principal amount of the Notes over and above the any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Registration Trigger Dateapplicable Filing Date or such other filing date, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger applicable Effectiveness Date or (B) notwithstanding that the Issuers Company and the Subsidiary Guarantors have consummated or will consummate the an Exchange Offer, the Issuers Company and the Subsidiary Guarantors are required to file a Subsequent Shelf Registration Statement and such Subsequent Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) Commission on or prior to the 90th day following the date such Subsequent Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following each the applicable Effectiveness Date or such filing date90th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day 30 Business Days after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; providedapplicable Effectiveness Date, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf the Exchange Registration Statement ceases to be effective at any time during prior to the Effectiveness Period time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of its effective date (other than after such time as all Notes have been disposed of thereunder), or (D) pending the announcement of a material corporate transaction, the Company issues a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days principal amount of such Notes commencing on (xw) the 31st day 30th Business Day after such effective datethe Effectiveness Date, in the case of clause (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of clause (BC) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.01.00% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Statement, Initial Shelf Registration Statement or Subsequent Shelf Registration (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Statement, Initial Shelf Registration Statement or Subsequent Shelf Registration (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable Shelf Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of this Section 4(a)a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one 3 Business Day 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”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original interest dates each Interest Payment Date (as defined in the Notes, commencing with ) and in the first such date occurring after any such Additional Interest commences to accruemanner provided in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company, the Guarantors and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers Company and the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed on or prior to the Filing Date applicable thereto (i.e., 60 days after the Issue Date or delivery of the Shelf Notice, as applicable) or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate the Exchange Offer, the Company and the Guarantors are required to file a Shelf Registration Trigger Dateand such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Registration Trigger any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.250.50% per annum for the first 90 days immediately follow- ing such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of 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., 150 days after the Issue Date or delivery of the Shelf Notice, as applicable) or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate the Exchange Offer, the Company and the Guarantors are required to file a 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 the Notes at a rate of 0.50% per annum for the first 90 days immediately following the Registration Trigger day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers Company and the Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th 195th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) the 31st 196th day after such effective datethe Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4(a)4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the appli- cable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)4), or (3) upon the exchange of the Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)4), or upon the effectiveness of the applicable Shelf Registration Statement that which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)4), Additional Interest on the Registrable Securities 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 Issuers Company and the Guarantors shall notify the Trustee within one Business Day business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each March 15 and September 15 (to the same original interest dates as holders of record on the NotesMarch 1 and September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting composed of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by has been filed with the SEC (or becomes automatically effective) on or prior to the Registration Trigger Filing Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate the an Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) filed on or prior to the 90th day following the date such Shelf Registration Statement was filedrequired by this Agreement, then, commencing on the day after either such required effective filing date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount at maturity of such Notes for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and, subject to the provisos in the last sentence of this paragraph; (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount at maturity of such Notes for the first 90 days immediately following such effective date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day 30 days after the date on which Effectiveness Date, (B) the Exchange Offer Registration Statement was declared ceases to be effective any time prior to the consummation of the Exchange Offer, (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (BC) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of the Issue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder), then or (D) the Company issues a valid notice to suspend the use of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if any (but solely to the extent not concurrent), during any 12 month period exceeds 60 days, then, in each case, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on (x) the 31st day Business Day after such effective datethe Effectiveness Date, in the case of clause (A) above, or (y) the day such Exchange Offer Registration Statement or a Shelf Registration Statement ceases to be effectiveeffective or useable, in the case of clause (B) or (C) above, as applicable or (z) the day the Prospectus in any Shelf Registration Statement ceases to be useable, (in the case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; provided, however, that the Additional Interest rate on the Registrable Securities may will not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at any one time; providsed further, however, that the same time and at no time shall the aggregate amount of Additional Interest accruing on the Notes shall not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Initial Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or (4) upon the effectiveness of the applicable Exchange Offer Registration Statement or a Shelf Registration Statement that Statement, as the case may be, which had ceased to remain effective (in the case of clauses (iii)(B) or (iii)(C) above), or (5) upon the day the Prospectus in any Shelf Registration Statement the use of this Section 4(a)which was previously suspended may be used again (in the case of clause (iii)(C) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one 3 Business Day 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”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture for interest dates as payments on the NotesNotes and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 365 days after the Registration Trigger Closing Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the Issuers have consummated or will consummate event the Exchange Offer, Company and the Issuers Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to 365 days after the 90th day following the date such obligation to file a Shelf Registration Statement was filedarises (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Date, commencing on the day “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 the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Company and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and , but in no event shall such increase exceed 1.00% per annum. Following the earliest of (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (Ax) the Issuers have not exchanged Exchange Notes for cure of all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior Registration Defaults relating to the 30th day after any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the Exchange Offer Registration Statement was declared Company without further registration under the Securities Act and (or became automaticallyz) effectivethe date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicablereduction in interest rate, a Shelf different Registration Statement has been declared effective and such Shelf Registration Statement ceases Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses provisions. NY1:1660195.4 Notwithstanding the foregoing, (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any payable shall not increase because more than one time in Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing benefits of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the case of clause (ii) of this Section 4(a)), or (3) upon preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of time such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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 security ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant a Transfer Restricted Security shall survive until such time as all such obligations with respect to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable such security shall have been satisfied in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360full.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages If DP&L fails to comply with this Agreement or if the Issuers fail Exchange Offer Registration Statement or the Shelf Registration Statement fails to fulfill their respective obligations under Section 2 become or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordinglyremain effective as required by this Agreement, the Issuers agree to paythen, as liquidated damages, additional interest on the Registrable Securities (“"Additional Interest”") under shall become payable in respect of the circumstances and to the extent set forth below (without duplication):Bonds as follows: (i) if an the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective filed with the SEC on or prior to the 120thday after the Issue Date or, notwithstanding that DP&L has consummated or will consummate an Exchange Offer, DP&L is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement is not filed on or prior to the date required by Section 2(b) hereof, then, commencing on the day after the Registration Trigger Dateapplicable required filing date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest Bonds at a rate of 0.25.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;annum; and (ii) if an (A) the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is not declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger 180th day after the Issue Date or (B) notwithstanding that the Issuers have whether or not DP&L has consummated or will consummate the an Exchange Offer, the Issuers are DP&L is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th 60th day following after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after such the Issue Date or the 61st day after the applicable required effective filing date, as the case may be, Additional Interest shall accrue on the principal amount of the Notes Bonds at a rate of 0.25.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodannum; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have if DP&L has not exchanged the Exchange Notes Bonds for all Notes the Bonds validly tendered tendered, in accordance with the terms of the Exchange Offer Offer, on or prior to the 30th 210th day after the date on which the Issue Date or (B) during any time an Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunderdescribed in Section 2(d), then Additional Interest shall accrue on the principal amount of the Notes Bonds, at a rate of 0.25.25% per annum for the first 90 days annum, commencing on (x) the 31st 211th day after such effective datethe Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities Bonds may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0.50% per annum; and provided, further, however, that (1) upon the filing of the applicable Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (iii) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities Bonds for all Securities Bonds validly tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable Shelf any Registration Statement that had ceased to remain effective (in the case of clause (iii)(Biii) (B) above), or (4) upon the expiration of this Section 4(a))the Rule 144(k) Period, Additional Interest on the Registrable Securities Bonds as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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)(iSection 2(e)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above will be payable in cash semi-annually on the same original relevant payment dates for the payment of interest dates as pursuant to the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360Indenture.

Additional Interest. (a) The Issuers Company and the Initial Purchasers each Guarantor acknowledge and agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof hereof, or under Section 2 of the Equity Registration Rights Agreement, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement is not filed on or prior to the date required by this Agreement, then, commencing on the day after the Registration Trigger Dateeither such required filing date, Additional Interest shall accrue on the principal amount of the Notes that have not been exchanged for Exchange Notes over and above the any stated interest at a rate of 0.252.0% per annum for the first 90 days immediately following such required filing date, subject to the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at provisos in the beginning last sentence of each subsequent 90-day periodthis paragraph; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Effective Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate the an Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day (or the 180th day, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.252.0% per annum for the first 90 days immediately following each such filing required effective date, such Additional Interest rate increasing by an additional 0.25% per annum at subject to the beginning provisos in the last sentence of each subsequent 90-day period; andthis paragraph; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th day date that is 50 days after the effective date on which of the Exchange Offer Registration Statement was declared (or became automatically) effective; providedStatement, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective or usable in connection with resales of the Registrable Notes in accordance with and during the periods specified in this Agreement, as applicable, at any time during the Effectiveness Period period described in Section 3(a) (other than during a Blackout Period or after such time as all Registrable Notes have been disposed of thereunder) or (C) the Company issues a valid notice to suspend the use of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if any (but solely to the extent not concurrent), then during any 12-month period exceeds 90 days, then, in each case, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.252.0% per annum for the first 90 days commencing on (x) the 31st 51st day after such effective date, in the case of clause (A) above, or (y) the day such Shelf Registration Statement ceases to be effectiveeffective or useable, in the case of clause (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at or (z) the beginning day the Prospectus in any Shelf Registration Statement is suspended for any period in excess of each such subsequent 9090 days during any 12-day month period, in the case of clause (C) above, subject to the provisos in the last sentence of this paragraph; or (iv) as set forth in Section 3 of the Equity Registration Rights Agreement. provided, however, that the Additional Interest rate on the Registrable Securities may will not accrue under more than one of the foregoing clauses (i) through ), (ii), (iii) of this Section 4(aor (iv) at any one time; provided further, however, that the same time and at no time shall the aggregate amount of Additional Interest accruing on the Notes shall not exceed at any one time in the aggregate 1.02.0% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement, Initial Shelf Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes validly tendered and not withdrawn (in the case of clause (iii)(A) of this Section 4(a)above), or (4) upon the effectiveness of the applicable a Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), (5) upon the day the Prospectus in any Shelf Registration Statement the use of this Section 4(awhich was previously suspended may be used again (in the case of clause (iii)(C) above), or (6) as otherwise set forth in the Equity Registration Rights Agreement (in the case of clause (iv) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one five Business Day 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”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii), (a)(iii) or (a)(iiia)(iv) of this Section 4 will be payable in cash semi-annually the form, on the same original dates and in the manner provided in the Indenture and whether or not any interest dates as the Noteswould then be payable on such date, commencing with the first such quarterly date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Notes will suffer damages if the Issuers fail Company fails to fulfill their respective 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 Issuers agree Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such either the Exchange Offer Registration Statement or the Initial Shelf Registration Statement does has not become effective been filed on or prior to the Filing Date (unless, with respect to the Exchange Offer Registration Trigger Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred prior to the Filing Date, then, commencing on the day after the Registration Trigger Date), Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest on the principal at a rate of 0.25% per annum equal to 50 basis points for the first 90 days (or any part thereof) immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 50 basis points for each subsequent 90-day periodperiod (or any part thereof); (ii) if either the Exchange Offer Registration Statement or the Initial Shelf Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (unless, with respect to the Exchange Offer Registration Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred), Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above the stated interest on the principal at a rate equal to 50 basis points for the first 90 days (or any part thereof) immediately following the day after such date, such Additional Interest rate increasing by an additional 50 basis points for each subsequent 90-day period (or any part thereof); and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th fifth day after the date on which Expiration Date, or (B) the Exchange Offer Registration Statement was declared (or became automatically) effective; providedceases to be effective at any time prior to the Expiration Date, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (BC) if applicable, a any Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then Additional Interest shall accrue on the Notes (over and above any interest otherwise payable on principal amount of the Notes Notes) at a rate of 0.25% per annum equal to 50 basis points for the first 90 days (or any part thereof) commencing on (x) the 31st sixth day after such effective datethe Expiration Date, in the case of (A) above, or (y) the day the Exchange Offer Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration Statement ceases to be effective, effective in the case of (BC) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 50 basis points for each such subsequent 90-day periodperiod (or any part thereof); provided, however, that the Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum150 basis points; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), ) or (3) upon the exchange of Exchange Securities for all Securities Notes validly tendered and not withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Exchange Offer Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4(a)), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueaccrue (but any accrued amount shall be payable). (b) The Issuers Company shall notify the Trustee within one Business Day 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 The Company shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of Registrable Securities. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. Any accrued Additional Interest amount shall be due and payable on each interest payment date immediately after the applicable Event Date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentures. The parties hereto agree that the Additional Interest provided for in this Section 4 will constitutes a reasonable estimate of the damages that may be payable in cash semi-annually on incurred by Holders of Registrable Securities by reason of the same original interest dates failure of a Shelf Registration Statement or Exchange Offer Registration Statement to be filed or declared effective, or a Shelf Registration Statement to remain effective, as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months andcase may be, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360accordance with this Section 4.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages If DPL fails to comply with this Agreement or if the Issuers fail Exchange Offer Registration Statement or the Shelf Registration Statement fails to fulfill their respective obligations under Section 2 become or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordinglyremain effective as required by this Agreement, the Issuers agree to paythen, as liquidated damages, additional interest on the Registrable Securities (“"Additional Interest”") under shall become payable in respect of the circumstances and to the extent set forth below (without duplication):Notes as follows: (i) if an the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective filed with the SEC on or prior to the 120th day after the Issue Date or, notwithstanding that DPL has consummated or will consummate an Exchange Offer, DPL is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement is not filed on or prior to the date required by Section 2(b) hereof, then, commencing on the day after the Registration Trigger Dateapplicable required filing date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25.50% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;annum; and (ii) if an (A) the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is not declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger 180th day after the Issue Date or (B) notwithstanding that the Issuers have whether or not DPL has consummated or will consummate the an Exchange Offer, the Issuers are DPL is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th 60th day following after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after such the Issue Date or the 61st day after the applicable required effective filing date, as the case may be, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25.50% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodannum; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have if DPL has not exchanged the Exchange Notes for all the Notes validly tendered tendered, in accordance with the terms of the Exchange Offer Offer, on or prior to the 30th 210th day after the date on which the Issue Date or (B) during any time an Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunderdescribed in Section 2(d), then Additional Interest shall accrue on the principal amount of the Notes Notes, at a rate of 0.25.50% per annum for the first 90 days annum, commencing on (x) the 31st 211th day after such effective datethe Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (iii) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes validly tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable Shelf any Registration Statement that had ceased to remain effective (in the case of clause (iii)(Biii) (B) above), or (4) upon the expiration of this Section 4(a))the Rule 144(k) Period, Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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)(iSection 2(e)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above will be payable in cash semi-annually on the same original relevant payment dates for the payment of interest dates as pursuant to the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360Indenture.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement is not filed on or prior to the date required by this Agreement, then, commencing on the day after the Registration Trigger Dateeither such required filing date, Additional Interest shall accrue on the principal amount of the Notes that have not been exchanged for Exchange Notes over and above the any stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum for the first 90 days immediately following such effective date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; andor (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th day date that is 50 days after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; providedEffectiveness Date, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective or usable in connection with resales of the Notes in accordance with and during the periods specified in this Agreement, as applicable, at any time during the Effectiveness Period (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder), then or (C) the Company issues a valid notice to suspend the use of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if any (but solely to the extent not concurrent), during any 12-month period exceeds 90 days, then, in each case, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st 51st day after such effective datethe Effectiveness Date, in the case of clause (A) above, or (y) the day such Shelf Registration Statement ceases to be effectiveeffective or useable, in the case of clause (B) above, or (z) the day the Prospectus in any Shelf Registration Statement is suspended for any period in excess of 90 days during any 12-month period, in the case of clause (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; provided, however, that the Additional Interest rate on the Registrable Securities may will not accrue under more than one of the foregoing clauses (i), (ii) through or (iii) of this Section 4(a) at any one time; provided further, however, that the same time and at no time shall the aggregate amount of Additional Interest accruing on the Notes shall not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Initial Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or (4) upon the effectiveness of the applicable a Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or (5) upon the day the Prospectus in any Shelf Registration Statement the use of this Section 4(a)which was previously suspended may be used again (in the case of clause (iii)(C) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one five Business Day 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”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture and whether or not any cash interest dates as the Noteswould then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers Guarantor acknowledge and agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or the Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantor agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file an Initial Shelf Registration Trigger Dateand such Initial Shelf Registration is not filed on or prior to 30 days of the delivery of a Shelf Notice, then, then commencing on the day after the Registration Trigger Dateeither such required filing date, Additional Interest shall accrue on the principal amount of the Notes over and above the any stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; andprovided, however, that (i) in the case of clause (B) hereof such Additional Interest shall only be with respect to Notes as described in the first paragraph of Section 3 and (ii) no Holder shall be entitled to accrue Additional Interest under both subsection (A) and (B) hereof simultaneously; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 120th day following the date such Shelf Registration was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; provided, however, that (i) in the case of clause (B) hereof such Additional Interest shall only be with respect to Notes as described in the first paragraph of Section 3 and (ii) no Holder shall be entitled to accrue Additional Interest under both subsection (A) and (B) hereof simultaneously; or (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have 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 30th day 30 Business Days after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Effectiveness Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of the Closing Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days principal amount of such Notes commencing on (x) the 31st day Business Day after such effective datethe Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (i) in the case of clause (B) hereof such Additional Interest rate on shall only be with respect to Notes as described in the Registrable Securities may first paragraph of Section 3 and (ii) no Holder shall be entitled to accrue Additional Interest under both subsection (A) and (B) hereof simultaneously provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) through or (iii) of this Section 4(a) at any one time; provided further, however, that the same time and at no time shall the aggregate amount of Additional Interest accruing will not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1a) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2b) upon the effectiveness of the Exchange Offer Registration Statement or the a Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3c) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(Aiii) of this Section 4(a)(A) above), or upon the effectiveness of the applicable a Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(Biii) of this Section 4(a)(B) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one 3 Business Day 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”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture and whether or not any cash interest dates as the Noteswould then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company, Holdings and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers Company and Holdings fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and Holdings agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement is not filed on or prior to the date required by the Exchange Registration Statement, then, then commencing on the day after the Registration Trigger Dateeither such required filing date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.250.50% per annum for the first 90 days immediately following the Registration Trigger Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Effectiveness Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate the an Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective filing date, Additional Interest shall accrue be accrued on the principal amount of Notes included or that should have been included in such Registration Statement over and above the Notes 13 -11- stated interest at a rate of 0.250.50% per annum for the first 90 days immediately following each such filing datethe Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers Company and Holdings have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th 45th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Effectiveness Date or (B) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed for a period of thereunder)15 consecutive days without being succeeded immediately by an additional Exchange Registration Statement filed and declared effective, then Additional Interest shall accrue be accrued on the principal amount of Notes (over and above any interest otherwise payable on the Notes Notes) at a rate of 0.250.50% per annum for the first 90 days commencing on (x) the 31st 46th day after such effective datethe Effectiveness Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective, effective without being declared effective within fifteen business days thereafter in the case of (B) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Registrable Securities any affected Note may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Exchange Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities affected Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company and Holdings shall notify the Trustee within one Business Day business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each February 15 and August 15 (to the same original interest dates as holders of record on the NotesFebruary 1 and August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Notes will suffer damages if the Issuers fail Company fails to fulfill their respective 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 Issuers agree Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such either the Exchange Offer Registration Statement or the Initial Shelf Registration Statement does has not become effective been filed on or prior to the Filing Date (unless, with respect to the Exchange Offer Registration Trigger Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred prior to the Filing Date, then, commencing on the day after the Registration Trigger Date), Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at on the principal of a rate of 0.25% per annum equal to 50 basis points for the first 90 days (or any part thereof) immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 50 basis points for each subsequent 90-day periodperiod (or any part thereof); (ii) if either the Exchange Offer Registration Statement or the Initial Shelf Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date (unless, with respect to the Exchange Offer Registration Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred), Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above the stated interest on the principal at a rate equal 7 to 50 basis points for the first 90 days (or any part thereof) immediately following the day after such date, such Additional Interest rate increasing by an additional 50 basis points for each subsequent 90-day period (or any part thereof); and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th fifth day after the date on which Expiration Date, or (B) the Exchange Offer Registration Statement was declared (or became automatically) effective; providedceases to be effective at any time prior to the Expiration Date, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (BC) if applicable, a any Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then Additional Interest shall accrue on the Notes (over and above any interest otherwise payable on principal amount of the Notes Notes) at a rate of 0.25% per annum equal to 50 basis points for the first 90 days (or any part thereof) commencing on (x) the 31st sixth day after such effective datethe Expiration Date, in the case of (A) above, or (y) the day the Exchange Offer Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration Statement ceases to be effective, effective in the case of (BC) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 50 basis points for each such subsequent 90-day periodperiod (or any part thereof); provided, however, that the Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum150 basis points; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), ) or (3) upon the exchange of Exchange Securities for all Securities Notes validly tendered and not withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Exchange Offer Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4(a)), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueaccrue (but any accrued amount shall be payable). (b) The Issuers Company shall notify the Trustee within one Business Day 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 The Company shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of Registrable Securities. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. Any accrued Additional Interest amount shall be due and payable on each interest payment date immediately after the applicable Event Date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The parties hereto agree that the Additional Interest provided for in this Section 4 will constitutes a reasonable estimate of the damages that may be payable in cash semi-annually on incurred by Holders of Registrable Securities by reason of the same original interest dates failure of a Shelf Registration Statement or Exchange Offer Registration Statement to be filed or declared effective, or a Shelf Registration Statement to remain effective, as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months andcase may be, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360accordance with this Section 4.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers agree agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Trigger Dateand such Shelf Registration is not filed on or prior to the 90th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Registration Trigger DateFiling Date or, in the case of subclause (B), commencing on the 91st day following delivery of the Shelf Notice, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the stated interest at a rate of 0.250.50% per annum for the first 90 days immediately following the Registration Trigger Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the an Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) Commission on or prior to the 90th day following the date such Shelf Registration Statement was filedEffectiveness Date, then, commencing on the day after such required effective dateapplicable Effectiveness Date, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.250.50% per annum for the first 90 days immediately following each such filing datethe day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day 35 days after the date on which the Exchange Offer Registration Statement was declared effective, (or became automaticallyB) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer must be consummated not later than the next succeeding Business Day or (BC) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) the 31st 36th day after such effective date, date in the case of (A) above, above or (y) the day such Exchange Registration Statement or Shelf Registration Statement ceases to be effective, effective in the case of (B) and (C) above, such Additional Interest rate increasing 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 Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, however, provided further that (1) upon the filing of the Exchange Offer Registration Statement or a each Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the Shelf Registration Statement case may be (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Registrable Notes validly tendered (in the case of clause (iii)(A) of this Section 4(a)), above) or upon the effectiveness of the applicable an Exchange Registration Statement or Shelf Registration Statement that which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)and (C) above), Additional Interest on the any Registrable Securities Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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”)paid. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the same original interest dates Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the NotesIndenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes subject thereto, multiplied multi- plied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months andmonths), in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their respective 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 Issuers Company and the Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which together shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) has been filed on or prior to the Registration Trigger Filing Date or (B) notwithstanding that the Issuers have consummated Exchange Offer has or will consummate be consummated, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required under Section 3 of this Agreement, then Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 1.0% per annum of the principal amount of such Notes from the Filing Date; (ii) if (A) neither the Exchange OfferRegistration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date or (B) notwithstanding that the Exchange Offer has or will be consummated, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.251.0% per annum for of the first 90 days immediately following each principal amount of such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at Notes from the beginning of each subsequent 90-day period; andEffectiveness Date; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; providedEffectiveness Date, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder)) and is not declared effective again within 30 days, then Additional Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.251.0% per annum for of the first 90 days principal amount of such Notes commencing on (x) the 31st day Business Day after such effective datethe Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may will not accrue under more than one of the foregoing clauses (i), (ii) through or (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time time); and provided further, that the maximum Additional Interest rate on the Notes hereunder may not exceed at all times in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Initial Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable a Shelf Registration Statement that which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one three Business Day Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (each, an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture and whether or not any cash interest dates as the Noteswould then be payable on such date, commencing with the first such semi-annual interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount Accreted Value of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication):that if: (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateFiling Deadline, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by has been filed with the SEC Commission, (or becomes automatically effectiveii) on or prior to the 91st day following the date of the filing of the applicable Registration Trigger Date or Statement referred to in clause (Bi) notwithstanding that the Issuers have consummated or will consummate above, neither the Exchange OfferOffer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the 121st day after the Exchange Offer Registration Statement is filed, the Issuers are Registered Exchange Offer has not been consummated, (iv) if the Company is otherwise required to file a Shelf Registration Statement and pursuant to this Agreement, the Company shall fail to file such Shelf Registration Statement within 30 days after it is not declared effective by the SEC (so required or fails to become automatically effective) on requested or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers not have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first within 90 days commencing on of such required Filing Deadline, or (xv) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or Exchange Securities at any time at which it is required to be so effective or usable under this Agreement; provided, that no Registration Default (as defined below) under this clause (v) shall have occurred if such Shelf Registration Statement, or, if the Registered Exchange Offer shall have been consummated, such Exchange Offer Registration Statement, ceases to be effective or usable in connection with resales of Securities or Exchange Securities so long as such action is taken upon the occurrence or existence of any pending corporate development or any other material event that, in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness reasonable and good faith judgment of the applicable Company, makes it appropriate to suspend the availability of a Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof)Exchange Offer Registration Statement, as the case may be, and the related Prospectus, in which case, the Company shall cease give prompt notice (without notice of the nature or details of such events) to accruethe Holders that the availability of such Registration Statement is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Securities or Exchange Securities pursuant to such Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(c) hereof, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus; provided further that the period during which the availability of such Registration Statement and any Prospectus is suspended shall not exceed 45 days in any three-month period or 90 days in any twelve-month period, (each such event referred to in clauses (i) through (v), a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the Exchange Securities (in addition to the stated interest on the Securities and Exchange Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.0% per annum. (b) The Issuers So long as Securities remain outstanding, the Company shall notify the Trustee within one five Business Day 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”)paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), ) — (a)(ii) or (a)(iiia)(v) of this Section 4 will be payable in cash semi-annually semiannually on the same original interest dates as the Noteseach March 1 and September 1 (each an “Additional Interest Payment Date”), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date. The amount of Additional Interest for each Security will be determined by multiplying the applicable rate of Additional Interest rate by the aggregate principal amount of such Security outstanding on the Registrable SecuritiesAdditional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), multiplied and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 365 days after the Registration Trigger Original Notes Closing Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the Issuers have consummated or will consummate event the Exchange Offer, Issuer and the Issuers Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to 365 days after the 90th day following the date such obligation to file a Shelf Registration Statement was filedarises (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Date, commencing on the day “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 the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and , but in no event shall such increase exceed 1.00% per annum. Following the earlier of (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (Ax) the Issuers have not exchanged Exchange Notes for cure of all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior Registration Defaults relating to the 30th day after any particular Transfer Restricted Securities and (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security, the Exchange Offer Registration Statement was declared (or became automatically) effectiveinterest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicablereduction in interest rate, a Shelf different Registration Statement has been declared effective and such Shelf Registration Statement ceases Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses provisions. Notwithstanding the foregoing, (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any payable shall not increase because more than one time in Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing benefits of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Issuer and the Guarantors set forth in the case of clause (ii) of this Section 4(a)), or (3) upon preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of time such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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 security ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant a Transfer Restricted Security shall survive until such time as all such obligations with respect to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable such security shall have been satisfied in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360full.

Additional Interest. (a) The Issuers and the Initial Purchasers Guarantor acknowledge and agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuers fail or any Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantor agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an (A) the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does has not become effective been filed on or prior to the Filing Date or (B) in the event the Issuers and the Guarantors are obligated to file an Initial Shelf Registration Trigger Date, then, commencing Statement pursuant to Section 2(i) and Section 3 above and such Initial Shelf Registration Statement has not been filed on the 90th day (the “Shelf Filing Date”) after the date on which the obligation to file the Shelf Registration Trigger DateStatement arises, Additional Interest shall accrue on the principal amount of the Notes over and above the any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Registration Trigger Datedate on which such default occurred, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is not declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Effectiveness Date or (Bor, if required to be filed pursuant to Section 2(i) notwithstanding that the Issuers have consummated or will consummate the Exchange Offerand Section 3 above, the Issuers are required to file a Shelf Registration Statement and such Initial Shelf Registration Statement is not declared effective by on or prior to the SEC (Effectiveness Date, or fails if required to become automatically effective) be filed pursuant to Section 2 and Section 3 above, the Shelf Registration Statement is not declared effective on or prior to the 90th day following after the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective dateFiling Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following each such filing datethe Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is not consummated on or prior to the 30th day 40th Business Day after the date on which Effectiveness Date, (B) the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, ceases to be effective at any time prior to the time that if such 30th day would otherwise fall on a day that is not a Business Day, then such the Exchange Offer must be consummated not later than the next succeeding Business Day is consummated, or (BC) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of its effective date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days principal amount of such Notes commencing on (xw) the 31st day 40th Business Day after such effective datethe Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of (B) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (BC) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.01.00% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Initial Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable Shelf Exchange Offer Registration Statement that had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of this Section 4(a)a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof)) or upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement, as the case may be, shall cease to accrue. Accrued Additional Interest shall be paid from and including the date on which any of the defaults described in (i) through (iii) above occurred to but excluding the earlier of (i) the date on which Additional Interest would cease to accrue upon the cessation of the applicable event or events of default described in (1), (2) and/or (3) above or (ii) the date on which all of the Transfer Restricted Securities, other than any Notes beneficially owned by affiliates of the Issuers, otherwise become freely tradable by all Holders, without further registration under the Securities Act. Notwithstanding any other provision hereof, the accrual and payment of Additional Interest shall be the sole remedy available to any Holder upon the occurrence of any event of default described in Section 4(a)(i) through Section 4(a)(iii) herein. (b) The Issuers shall notify the Trustee within one five Business Day 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”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture and whether or not any cash interest dates as the Noteswould then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months andmonths), in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers Issuer and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their respective 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 Issuers agree Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication):below: (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed with the SEC on or prior to the applicable Filing Date, (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date applicable thereto or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreements) pursuant to Section 4(a)(i) of either of the Other Registration Rights Agreements, then, commencing on the day after the Registration Trigger any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing dateFiling Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; andor (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date, (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreements) pursuant to Section 4(a)(ii) of either of the Other Registration Rights Agreements, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% 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 an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; providedMay 29, however2004, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period or (other than after such time C) the Issuer is required to pay Additional Interest (as all Notes have been disposed defined in the Other Registration Rights Agreements) pursuant to Section 4(a)(iii) of thereunder)either of the Other Registration Rights Agreements, then then, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective dateMay 29, 2004, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above or (z) the date the Additional Interest (as defined in the Other Registration Rights Agreements) begins to accrue under the terms of either of the Other Registration Rights Agreements in the case of (C) above, and such Additional Interest rate increasing 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 Registrable Securities Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) through and (iii) of this Section 4(a) 4 and the rate at the same time and at no time shall the aggregate amount of which Additional Interest accruing accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii)(A) or (B) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.Section

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 360 days after the Registration Trigger Closing Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the event the Issuers have consummated or will consummate and the Exchange Offer, the Issuers Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to 150 days after the 90th day following the date such obligation to file a Shelf Registration Statement was filedarises (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Date, commencing on the day “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 the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Issuers and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and (iii) if an Exchange Offer , but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Statement is required pursuant Defaults relating to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) any particular Transfer Restricted Securities, the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with interest rate borne by the terms of the Exchange Offer on or prior relevant Transfer Restricted Securities will be reduced to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effectiveoriginal interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicablereduction in interest rate, a Shelf different Registration Statement has been declared effective and such Shelf Registration Statement ceases Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to be effective at the foregoing provisions. Notwithstanding any time during the Effectiveness Period (other than after such time as all Notes have been disposed provisions of thereunder)this section, then no Additional Interest shall accrue on for a Registration Default that occurs solely by reason of a Shelf Black-Out Period. Notwithstanding the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective dateforegoing, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any payable shall not increase because more than one time in Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing benefits of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Issuers and the Guarantors set forth in the case of clause (ii) of this Section 4(a)), or (3) upon preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of time such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers 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 security ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant a Transfer Restricted Security shall survive until such time as all such obligations with respect to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable such security shall have been satisfied in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360full.

Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Company or any Subsidiary Guarantor fails to fulfill their respective its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Subsidiary Guarantors agree to pay, as liquidated damages, pay additional cash interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by has been filed with the SEC (or becomes automatically effective) on or prior to the Registration Trigger Filing Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate the an Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) filed on or prior to the 90th day following the date such Shelf Registration Statement was filedrequired by this Agreement, then, commencing on the day after either such required effective filing date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and, subject to the provisos in the last sentence of this paragraph; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following such effective date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day date that is 30 days after the date on which Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer Registration Statement was declared is consummated, (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (BC) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of its effective date (other than after such time as all Notes have been disposed of thereunder)) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Company issues a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365 day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration Statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on (xw) the 31st day after such effective datethe Effectiveness Date, in the case of clause (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of clause (BC) above, or (z) the day the Exchange Registration Statement or Shelf Registration Statement ceases to be usable, in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; provided, however, that the Additional Interest rate on the Registrable Securities may will not accrue under more than one of the foregoing clauses (i1) through (iii) of this Section 4(a3) at any one time; provided further, however, that the same time and at no time shall the aggregate amount of maximum Additional Interest accruing rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the applicable Shelf Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of this Section 4(aa Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) above), or upon the effectiveness of such Shelf Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company shall notify the Trustee within one 3 Business Day 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”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on the same original dates and in the manner provided in the Indenture and whether or not any cash interest dates as the Noteswould then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to shall pay, as liquidated damages, additional cash interest on the Registrable Securities (“Additional Interest”) under on the circumstances and to the extent set forth below (without duplication):Transfer Restricted Securities if: (i) if the Issuers and the Guarantors fail to file an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective with the SEC on or prior to the Registration Trigger Date, then, commencing on the 150th day after the Registration Trigger Closing Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the 210th day after such required effective date, Additional Interest shall accrue on the principal amount of Closing Date (the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and“Effectiveness Target Date”); (iii) if an the Exchange Offer Registration Statement is required pursuant not consummated on or before the 30th Business Day after the Effectiveness Target Date; (iv) the Issuers and the Guarantors are obligated to Section 2(a) hereof or file a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) 2(b), the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance and the Guarantors fail to file the Shelf Registration Statement with the terms of the Exchange Offer SEC on or prior to the 30th 60th day (the “Shelf Filing Date”) after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, obligation to file a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period arises; (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (xv) the 31st day after such effective date, in Issuers and the case of (A) above, or (y) the day such Shelf Registration Statement ceases Guarantors are obligated to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or file a Shelf Registration Statement (in the case of clause (i) of this pursuant to Section 4(a)2(b), the Shelf Registration Statement is not declared effective under the Securities Act by the SEC on or prior to the 120th day after the Shelf Filing Date; or (2vi) upon the effectiveness of after the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof)Statement, as the case may be, shall cease is declared effective, such Registration Statement thereafter ceases to accrue. (b) The Issuers shall notify be effective or usable during the Trustee within one Business Day after each and every date on period in which an event occurs in respect of which Additional Interest such Registration Statement is required to be paid effective and usable pursuant to this Agreement (an each such event referred to in this clause (vi) and the preceding clauses (i) through (v) being called a “Event DateRegistration Default”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually from and including the date on the same original interest dates as the Notes, commencing with the first such date occurring after which any such Additional Interest commences to accrueRegistration Default shall occur but excluding the date on which all Registration Defaults have been cured. The amount rate of the Additional Interest will be determined by multiplying the applicable Additional Interest rate by the $.05 per week per $1,000 principal amount of Transfer Restricted Securities for the Registrable first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional $.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of $.50 per week per $1,000 principal amount of Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such . Such Additional Interest rate was applicable during such period (determined on will be in addition to any other interest payable from time to time with respect to the basis of a 360-day year consisting of twelve 30-day months andTransfer Restricted Securities. All accrued Additional Interest shall be paid to the Holders entitled thereto, in the case manner provided for the payment of a partial monthinterest in the Indenture, on each interest payment date, as more fully set forth in the actual number of days elapsed) Indenture and the denominator Securities. Notwithstanding the fact that any Securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of which is 360the Issuers to pay Additional Interest with respect to Securities shall survive until such time as such obligations with respect to such Securities shall have been satisfied in full. An Exchange Offer Registration Statement pursuant to Section 2(a) or a Shelf Registration Statement pursuant to Section 2(b) will not be deemed to have become effective unless it has been declared effective by the SEC.

Additional Interest. (a) The Issuers Company, the Guarantors and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers Company and the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication): ): if (iA) if an neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate the Exchange Offer, the Company and the Guarantors are required to file a Shelf Registration Trigger Dateand such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Registration Trigger any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities over and above the stated interest at a rate of 0.250.50% per annum for the first 90 days immediately following the Registration Trigger Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; and if (iiiA) if an neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate the Exchange Offer, the Company and the Guarantors are required pursuant to Section 2(a) hereof or file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Securities included or that should have been included in such Registration Statement is required pursuant to Section 3(a) hereof over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and if either (A) the Issuers Company and the Guarantors have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th 180th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder)Period, then Additional Interest shall accrue on the principal amount of Securities (over and above any interest otherwise payable on the Notes Securities) at a rate of 0.250.50% per annum for the first 90 days commencing on (x) the 31st 181st day after such effective datethe Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) . The Issuers Company and the Guarantors shall notify the Trustee within one Business Day business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each February 1 and August 1 (to the same original interest dates as holders of record on the NotesJanuary 15 and July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. If (ai)(a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 Exchange Offer is not Consummated on or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and prior to the extent set forth below Consummation Outside Date or (without duplication): (ib) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or required, if a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does has not become been declared effective on or prior to the Registration Trigger Date, then, commencing on later of (1) the Consummation Outside Date and (2) the 180th day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount delivery of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; shelf registration request or (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement covering resales of the Registrable Securities has been declared effective and such Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable for resales of Registrable Securities at any time during the Effectiveness Period required effectiveness period, and such failure to remain effective or be usable exists for more than 60 days (other than after whether or not consecutive) in any 12-month period (each such time as all Notes have been disposed of thereunderevent referred to in clauses (i) and (ii), then Additional Interest a “Registration Default”), the Company hereby agrees that additional interest shall accrue on the principal amount of the Notes Registrable Securities at a rate of 0.251.00% per annum for the first 90 days commencing beginning on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day immediately following such Shelf Registration Statement Default (such increase, the “Additional Interest”). A Registration Default is cured with respect to the Registrable Securities, and Additional Interest ceases to be effectiveaccrue on any Registrable Securities, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of when the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement is Consummated or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a))becomes effective, or (3) upon when the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain again becomes effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof)Prospectus again becomes usable, as the case may be, shall cease to accrue. (b) The Issuers 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”)applicable. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same Interest Payment Dates as interest on the Registrable Securities is payable. Following the cure of all Registration Defaults relating to any particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest dates as the Notesrate borne by such Registrable Securities; provided, commencing with the first such date occurring however, that, if after any such Additional Interest commences reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to accruethe foregoing provisions. The Notwithstanding the foregoing, (i) the amount of Additional Interest will payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Registrable 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 and SFHC pursuant to Section 4(b) hereof) shall not be determined by multiplying the applicable entitled to Additional Interest rate by with respect to a Registration Default that pertains to the principal amount Registration Statement. All obligations of the Registrable SecuritiesCompany, multiplied by a fraction, SFHC and the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, Subsidiary Guarantors set forth in the case of preceding paragraph that are accrued and outstanding with respect to any Registrable Security at the time such security ceases to be a partial month, the actual number of days elapsed) and the denominator of which is 360Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their respective 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 Issuers agree Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) has been filed on or prior to the Registration Trigger applicable Filing Date or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration Statement and such Shelf Registration is not filed on or prior to the applicable Filing Date applicable thereto; or (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date Effectiveness Date in respect of such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodRegistration; andor (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th 180th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder); (each such event referred to in clauses (i) through (iii) above being a “Registration Default”) then, then commencing on the date of such Registration Default, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25.25% per annum for the first 90 days commencing on (x) immediately following the 31st day after date of such effective date, in Registration Default and the case rate of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing shall increase by an additional 0.25.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing that shall accrue on the Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities 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 accrueaccrue or accumulate, as the case may be. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50%, regardless of the rate of Additional Interest in effect with respect to any prior Registration Default at the time of the cure of such Registration Default. (b) The Issuers Issuer shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within one Business Day 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”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash semi-annually semiannually on each May 15 and November 15 (to the holders of record on the same original interest dates as the NotesMay 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such rate of Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Company, the Guarantor and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers Company and the Guarantor fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantor agree to pay, as liquidated damages, additional interest on the Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication): (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed with the SEC on or prior to the date 90 days after the Issue Date or (B) notwithstanding that the Company and the Guarantor have consummated or will consummate the Exchange Offer, the Company and the Guarantor are required to file a Shelf Registration Trigger Dateand such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Registration Trigger any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger date 180 days after the Issue Date or (B) notwithstanding that the Issuers Company and the Guarantor have consummated or will consummate the Exchange Offer, the Issuers Company and the Guarantor are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date Effectiveness Date in respect of such Shelf Registration Statement was filedRegistration, then, commencing on the day after such required effective dateEffectiveness Date, Additional Interest shall accrue on the principal amount of Securities included or that should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.25% per annum for the first 90 days immediately following each such filing datethe Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers Company and the Guarantor have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th 230th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Period second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of Securities (over and above any interest otherwise payable on the Notes Securities) at a rate of 0.25% per annum for on the first 90 days commencing on (x) the 31st day after such effective dateday, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same any one time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum, and (2) no Additional Interest shall accrue in the event that the Company and the Guarantor have timely filed an Exchange Offer Registration Statement but are unable to complete the Exchange Offer pursuant to Section 2(c) and have timely delivered a Shelf Notice unless the Company and the Guarantor shall thereafter fail to satisfy one or more of the time requirements specified above in clauses (i) through (iii) of this Section 4(a) for filing and effectiveness of the Shelf Registration, in which event Additional Interest as specified above shall accrue, subject, however, to the foregoing proviso (1); and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Exchange Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)) or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers Company and the Guarantor shall notify the Trustee within one Business Day 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”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each May 15 and November 15 (to the same original interest dates as holders of record on the NotesMay 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 360 days after the Registration Trigger Closing Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the Issuers have consummated or will consummate event the Exchange Offer, Issuer and the Issuers Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to the 90th day following later of 40 days after the date such obligation to file a Shelf Registration Statement was filedarises and 360 days after the Closing Date (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Target Date, commencing on the day after “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and , but in no event shall such increase exceed 1.00% per annum (iii) if an Exchange Offer the “Additional Interest”). Following the cure of all Registration Statement is required pursuant Defaults relating to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) any particular Transfer Restricted Securities, the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with interest rate borne by the terms of the Exchange Offer on or prior relevant Transfer Restricted Securities will be reduced to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effectiveoriginal interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities shall be entitled to Additional Interest with respect to a Registration Default that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, pertains to a Shelf Registration Statement has been declared effective 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 Shelf Registration Statement security ceases to be effective at any time during the Effectiveness Period (other than after a Transfer Restricted Security shall survive until such time as all Notes such obligations with respect to such security shall have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, satisfied in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accruefull. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication): If (i) if an unless the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof shall not be permissible under applicable law or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger DateCommission policy, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been declared effective by the SEC Commission (or becomes become automatically effective) on or prior to 365 days after the Registration Trigger Issue Date or (Bthe “Exchange Offer Effectiveness Target Date”), (ii) notwithstanding that in the Issuers have consummated or will consummate event the Exchange Offer, Company and the Issuers Note Guarantors are required to file a Shelf Registration Statement and such pursuant to Section 4(a) hereof, the Shelf Registration Statement is has not been declared effective by the SEC Commission (or fails to become automatically effective) on or prior to 365 days after the 90th day following the date such obligation to file a Shelf Registration Statement was filedarises (the “Shelf Registration Effectiveness Target Date” and, thentogether with the Exchange Offer Effectiveness Date, commencing on the day “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 the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such required Registration Statement that cures such failure and that is itself immediately declared or automatically effective date(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 (iv), Additional Interest a “Registration Default”), the Company and the Note Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum for during the first 90 days 90-day period immediately following each such filing date, such Additional Interest rate increasing the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; and , but in no event shall such increase exceed 1.00% per annum. Immediately upon the earliest of (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (Ay) the Issuers have not exchanged Exchange Notes for cure of all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior Registration Defaults relating to the 30th day after any particular Transfer 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 Exchange Offer Registration Statement was declared (or became automatically) effectiveCompany without further registration under the Securities Act, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such 30th day would otherwise fall on reduction in interest rate, a day that different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Any additional interest will be payable in the same form of payment selected by the Issuer per the terms of the Indenture for the payment of interest with respect to the applicable 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 not pending, and (ii) Additional Interest shall be payable for Registration Defaults related to a Business Day, then such Exchange Offer must be consummated not later than failure of the next succeeding Business Day or (B) if applicable, Company and the Note Guarantors to obtain a Shelf Registration Statement has been declared effective and such 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(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 effective at any time during the Effectiveness Period (other than after a Transfer Restricted Security shall survive until such time as all Notes such obligations with respect to such security shall have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective date, satisfied in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing 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 Registrable Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accruefull. (b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.

Additional Interest. (a) The Issuers Company, the Subsidiary Guarantors and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers Company and the Subsidiary Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Subsidiary Guarantors agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent effect): (i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective on or prior to the Registration Trigger Date, then, commencing on the day after the Registration Trigger Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) has been filed on or prior to the Registration Trigger Filing Date or (B) notwithstanding that the Issuers Company and the Subsidiary Guarantors have consummated or will consummate the Exchange Offer, the Issuers Company and the Subsidiary Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) filed on or prior to the 90th day following the date such Shelf Registration Statement was filedFiling Date, then, commencing on the day after such required effective dateeither the Filing Date or the Shelf Filing Date, as the case may be, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days immediately following each such filing dateapplicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; andor (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 or (B) notwithstanding that the Company and the Subsidiary Guarantors have consummated or will consummate the Exchange Offer, the Company and the Subsidiary Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed, then, commencing on the day after the Effectiveness Date or such Shelf Filing Date, as the case may be, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date or such Shelf Filing Date, as the case may be, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers Company and the Subsidiary Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared (or became automatically) effective; provided, however, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day effective or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of sold thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) the 31st 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Registrable Securities Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4(a)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(a)4), or (3) upon the exchange of the Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)4), or upon the effectiveness of the applicable Shelf Registration Statement that which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)4), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be), shall cease to accrue. (b) The Issuers Company and the Subsidiary Guarantors shall notify the Trustee within one Business Day 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the same original interest dates Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the NotesIndenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences commences, to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.

Additional Interest. (a) The Issuers Issuer and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their respective 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 Issuers agree Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (without duplication):below: (i) if an (A) neither the Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a nor the Initial Shelf Registration Statement is required pursuant to Section 3(a) hereof and such Exchange Offer Registration Statement or Shelf Registration Statement does not become effective has been filed with the SEC on or prior to the applicable Filing Date, (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Trigger DateStatement and such Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date applicable thereto or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(i)(A) or (B) of the Other Registration Rights Agreement, then, commencing on the day after the Registration Trigger any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC (or becomes automatically effective) on or prior to the Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC (or fails to become automatically effective) on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing dateFiling Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; andor (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date, (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(ii)(A) or (B) of the Other Registration Rights Agreement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% 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 an Exchange Offer Registration Statement is required pursuant to Section 2(a) hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if either (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared (or became automatically) effective; providedMay 29, however2004, that if such 30th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period or (other than after such time C) the Issuer is required to pay Additional Interest (as all Notes have been disposed defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(iii)(A) or (B) of thereunder)the Other Registration Rights Agreement, then then, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st day after such effective dateMay 29, 2004, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of (B) above or (z) the date the Additional Interest (as defined in the Other Registration Rights Agreement) begins to accrue under the terms of the Other Registration Rights Agreement in the case of (C) above, and such Additional Interest rate increasing 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 Registrable Securities Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) through and (iii) of this Section 4(a) 4 and the rate at the same time and at no time shall the aggregate amount of which Additional Interest accruing accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii)(A) or (B) of this Section 4(a)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 (iiii)(A) or (B) of this Section 4(a)4), or (3) upon the exchange of the Exchange Securities Notes for all Securities Notes tendered (in the case of clause (iii)(A) of this Section 4(a)4), or upon the effectiveness of the applicable a Subsequent Shelf Registration Statement that in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)4), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Additional Interest on the Notes as a result of clauses (i)(C), (ii)(C) or (iii)(C) of this Section 4 shall cease to accrue if Additional Interest (as defined in the Other Registration Rights Agreement) ceases to accrue under the Other Registration Rights Agreement. (b) The Issuers Issuer shall notify the Trustee within one Business Day 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”"), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually simultaneously with, and to the same persons entitled to receive, stated interest on the same original interest dates as the Registrable Notes, commencing with the first such date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) ), and the denominator of which is 360.