Common use of Additional Interest Clause in Contracts

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Registration Statement nor the a Shelf Registration Statement is has not been filed with within 15 days after the SEC 10-K Filing Date, (ii) on or prior to the Filing Date Effectiveness Target Date, the initial Shelf Registration Statement has not been declared effective by the Commission, or (Biii) notwithstanding that any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or the Company has consummated Issuing Companies otherwise prevent holders of Registrable Securities from making sales under such Shelf Registration Statement, for more than 90 days, whether or will consummate an Exchange Offernot consecutive, during any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on Guarantors hereby agree that the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of interest rate borne by the Notes so affected at a rate of 0.50shall be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 1.00% per annum. Following the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after earliest of (x) the Effectiveness Datecure of all Registration Defaults relating to any particular Registrable Securities, in the case of clause (A) above, or (y) the sale of all outstanding Registrable Securities registered under the Shelf Effectiveness DateRegistration Statement and (z) the point when all the Registrable Securities may be sold freely under Rule 144 under the Securities Act (or any other similar provision then in force) without volume limitations or public information requirements, in the case interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes and the accrual of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, will cease with respect to such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodRegistrable Notes; provided, however, that if, after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All accrued Additional Interest rate will be paid by the Company and the Guarantors on any affected Note may not exceed at any one time each interest payment date to the Holder in the aggregatesame manner as interest is paid under the Indenture. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(a) 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 first paragraph of this Section 3 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable 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 Company If (i) on or prior to the 180th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission, (ii) on or prior to the 270th day following the Closing Date, such Shelf Registration Statement has not become effective or (iii) if, after the effectiveness date of the Shelf Registration Statement, (x) the Shelf Registration Statement ceases to be effective or usable for the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Initial Purchasers agree that Company fails to file (and have become effective,), within five Business Days, a post-effective amendment to the Holders Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make the Shelf Registration Statement effective or such Prospectus usable, or (y) Suspension Periods exceed 90 days (or 120 days, if the maximum number of Registrable Notes days for Suspension Periods is increased pursuant to the proviso to Section 2(c) hereof) in the aggregate, whether or not consecutive, during any 360-day period during the Effectiveness Period (each, a “Registration Default”), the Company shall be required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at a rate per annum equal to one-quarter of one percent (0.25%) of the aggregate principal amount of the Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.50%) of the aggregate principal amount of the Securities from and after the 91st day following such Registration Default. (b) A Holder will suffer damages not be entitled to Additional Interest unless it has provided all information requested by the Notice and Questionnaire prior to the date of the Registration Default, if the date of the Registration Default is after the deadline for the return of the Notice and Questionnaire. (c) Notwithstanding the foregoing, in no event will Additional Interest be payable in connection with a failure to register the Common Stock. For the avoidance of doubt, if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof register both the Securities and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not filed on or prior to the Shelf Filing DateCommon Stock, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on be payable in connection with the principal amount of failure to register the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(xSecurities. (d) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Any amounts to be paid as Additional Interest rate pursuant to Section 7(a) shall increase by an additional 0.50% per annum at be paid in cash semiannually in arrears, on each interest payment date under the beginning of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Indenture to the Shelf Effectiveness Date, then, commencing on Person entitled to receive the day after (x) the Effectiveness Date, in the case related payment of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with interest under the terms of the Exchange Offer on or prior Indenture. (e) In no event shall the Company be required to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary pay Additional Interest in excess 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 applicable maximum amount of the Notes so affected at a rate one-half of one percent (0.50% per annum for the first 90 days commencing on (x%) the 46th day after such effective date, in the case of (A) set forth above, regardless of whether one or (y) the day such Shelf multiple Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateDefaults exist.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Company fails to fulfill perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): event that (i) if (A) neither the Exchange Registration Statement nor the Shelf applicable Registration Statement is not filed with the SEC Commission on or prior to the Filing Date or date specified herein for such filing, (Bii) notwithstanding that the Company applicable Registration Statement has consummated or will consummate an Exchange Offer, not been declared effective by the Company is required to file a Shelf Registration and such Shelf Registration is not filed Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Company within the time period set forth in Section 2(a) hereof, or (iv) prior to the end of the Exchange Offer Registration Period or the Shelf Filing DateRegistration Period, any Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, ceases to be effective or usable at any time it is required to be effective pursuant to this Agreement except as permitted under Section 3(c) hereto (each such event referred to in clauses (i) through (iv), a “Registration Default”), then commencing additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum per $1,000 principal amount of such Notes and will increase by an additional 0.25% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period until all Registration Defaults have been cured, up to an aggregate maximum amount of Additional Interest of 0.5% per annum per $1,000 principal amount of Notes for all Registration Defaults. A Registration Default shall be cured on the day after date on which (x1) the Filing Date, in the case of clause (Ai) above, or the applicable Registration Statement is filed, (y2) the Shelf Filing Date, in the case of clause (Bii) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(xapplicable Registration Statement is declared effective; (3) the Filing Date, in the case of clause (Aiii) above, or the Registered Exchange Offer is Consummated; and (y4) the Shelf Filing Date, in the case of clause (Biv) above, and such the Registration Statement which had ceased to remain effective or usable is declared effective or usable. Following the cure of all Registration Defaults, the accrual of Additional Interest with respect to such Registration Defaults will cease and the interest rate on the Notes shall increase by an additional 0.50% per annum at thereafter be the beginning coupon rate. Notwithstanding anything to the contrary in this Section 4(a), the Company shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(d) or Section 5(o). (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each subsequent 90-day period; or and every Registration Default. The Company shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and include the date of the first applicable Registration Default to, but excluding, the earlier of (i) the cure of all relevant Registration Defaults and (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orrelevant interest payment date. (iiic) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, The parties hereto agree that the Additional Interest rate on provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Transfer Restricted Notes by reason of the happening of any affected Registration Default and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All Additional Interest which has accrued pursuant to this Section 4 and which is outstanding with respect to any Transfer Restricted Note may not exceed at any one time shall remain outstanding until paid in full (notwithstanding termination of this Agreement, Consummation of the aggregateRegistered Exchange Offer or cessation of effectiveness of the Shelf Registration Period).

Additional Interest. (a) The Company and If any Registration Default shall occur, the Initial Purchasers Issuers hereby agree that the Holders of Registrable Notes will suffer damages if interest rate borne by the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not Transfer Restricted Securities shall be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or, but in no event shall such increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as “Additional Interest.” (b) Registration Defaults shall be cured on the date that (i) the Initial Securities are freely tradable (by Persons other than Affiliates of the Company) pursuant to Rule 144 under the Securities Act and the restrictive legend on the Initial Securities has been removed, (ii) if (A) neither the Exchange Offer has been effected (provided that this clause (ii) shall not cure a Registration Default if a Shelf Registration Statement nor is required to be filed pursuant to clause (i), (iii) or (iv) of the first paragraph of Section 4(a)) or (iii) a Shelf Registration Statement is declared (or automatically becomes) effective under the Securities Act, unless subsequent to the date it was last declared effective it fails to remain effective or usable for the time period contemplated by the SEC or (BSection 4(a) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and after taking into account all other periods during which such Shelf Registration is not declared effective by Statement was effective. Following the SEC on or prior cure of all Registration Defaults relating to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered any particular Transfer Restricted Securities in accordance with this Section 5(b), the terms of interest rate borne by the Exchange Offer on or prior relevant Transfer Restricted Securities will be reduced to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Issuers shall not be required to pay Additional Interest rate on any affected Note may not exceed for more than one Registration Default at any one time given time. (c) All Additional Interest accrued pursuant to this Section 5 shall be paid in the aggregatemanner provided for in the Indenture. All obligations of the Issuers and the Guarantors set forth in Section 5(a) that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):below: (i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement is has been filed with the SEC on or prior to the Filing Date or Date; (Bii) notwithstanding that if neither the Company has consummated or will consummate an Exchange Offer, Registration Statement nor the Company is required to file a Initial Shelf Registration and such has been declared effective on or prior to the Effectiveness Date; (iii) if an Initial Shelf Registration is required by Section 2(c)(2) has not been filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall increase date required by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orSection 3(a); (iiiv) if (A) neither the Exchange Registration Statement nor a an Initial Shelf Registration Statement is required by Section 2(c)(2) has not been declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing date required by an additional 0.50% per annum at the beginning of each subsequent 90-day periodSection 3(a); orand/or (iiiv) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day 60 days after the date on which the Exchange Registration Statement was declared effective or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior during the Effectiveness Period; (each such event referred to in clauses (i) through (v) above is a "Registration Default"), the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate on the Notes will increase by .50% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the per annum interest rate will increase by an additional .25% for each subsequent 90-day period during which the Registration Default remains uncured, up to a maximum additional interest rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered (in the case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will revert to the second anniversary interest rate originally borne by the Notes. (b) Notwithstanding the foregoing, no Additional Interest will be payable with respect to a Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the Company issues a notice that the registration statement, or the prospectus contained therein, is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of the Issue Date (other than after days in any consecutive twelve month period for which all such time as all Notes notices have been disposed issued or required to be issued has not exceeded 30 days in the aggregate. (c) The Company and the Guarantors shall notify the Trustee within one business day after each and every date on which an event occurs in respect of thereunderwhich Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), then (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (to the Holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest shall commences to accrue on and until such Registration Default is cured, 15 -13- by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes so affected at Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of 0.50% per annum for the first 90 days commencing on (x) the 46th a 360-day after such effective dateyear comprised of twelve 30-day months and, in the case of (A) abovea partial month, or (y) the day such Shelf Registration ceases to be effective in actual number of days elapsed), and the case denominator of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregatewhich is 360.

Additional Interest. (a) The Company and the Initial Purchasers agree parties hereto acknowledge that the Holders of Registrable New Notes or Exchange Notes, as the case may be, will suffer damages if the Company fails to fulfill perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):event that: (i) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not been filed on or prior to the Shelf Filing Date, then commencing on the 120th day after the Settlement Date; (xii) the Filing Exchange Offer Registration Statement has not been declared effective on or prior to the 210th day after the Settlement Date, in ; (iii) neither the case of clause Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 240th day after the Settlement Date; (A) above, or (yiv) the Shelf Filing DateRegistration Statement has not been declared effective on or prior to the 120th day after the required or requested time of filing pursuant to Section 3 hereof; (v) after the Exchange Offer Registration Statement has been declared effective, the Exchange Offer Registration Statement ceases to be effective or usable prior to the consummation of the Registered Exchange Offer; or (vi) after the Shelf Registration Statement, if applicable, has been declared effective, the Shelf Registration Statement ceases to be effective or usable for a period of time that exceeds 60 days in the case of clause aggregate in any 12-month period in which it is required to be effective under this Agreement; (Beach such event referred to in the foregoing clauses (i) abovethrough (vi), a “Registration Default”), then additional interest (“Additional Interest shall Interest”) will accrue on the principal amount of the New Notes so or the Exchange Notes affected thereby (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.500.25% per annum for during the 90-day period immediately following such first 90 days immediately following,(x) the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) abovea Registration Default and while any such Registration Default has occurred and is continuing, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor period up to a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case maximum of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.501.00% per annum for the first 90 days immediately following (x) the Effectiveness Datewith respect to all Registration Defaults, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the applicable New Notes and Exchange Notes will revert to the interest rate originally borne by such notes. (b) The Company shall notify the Trustee immediately upon its knowledge of the happening of each and every Registration Statement was declared effective Default. The Company shall pay the Additional Interest due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee (B) if applicablewhich shall not be the Company for these purposes), a Shelf Registration has been declared effective and such Shelf Registration ceases in trust, for the benefit of the Holders entitled thereto, prior to 11:00 a.m. on the next interest payment date specified in the Indenture, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture to the record holders entitled to receive the interest payment to be effective at any time prior to the second anniversary of the Issue Date made on such 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (xc) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, The parties hereto agree that the Additional Interest rate on provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of New Notes or Exchange Notes by reason of the happening of any affected Note may not exceed at Registration Default. (d) All of the Company’s obligations set forth in this Section 5 shall survive the termination of this Agreement. (e) Any Additional Interest under this Section 5 will constitute liquidated damages and will be the exclusive remedy, monetary or otherwise, available to any one time in the aggregateholder of New Notes with respect to any Registration Default.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Company fails or the Guarantors fail to fulfill its perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Company agrees and the Guarantors within the time period set forth in Section 2(a) hereof, (iv) prior to paythe end of the Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as liquidated damagesthe case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Company and the Guarantors shall have initiated and/or maintained a suspension period longer than the periods specified in Section 2(d) or 3(d) (each such event referred to in clauses (i) through (v), a "Registration Default"), then additional interest on with respect to the Transfer Restricted Notes ("Additional Interest") under the circumstances and will accrue with respect to the extent set forth below (without duplication): (i) if (A) neither first 90-day period immediately following the Exchange occurrence of such Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior Default in an amount equal 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the 0.25% per annum per $1,000 principal amount of the such Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall will increase by an additional 0.500.25% per annum at the beginning per $1,000 principal amount of such Notes for each subsequent 90-day period; or (ii) if (A) neither period until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the Exchange cure of a Registration Statement nor a Shelf Default, the accrual of Additional Interest with respect to such Registration Statement is declared effective by Default will cease and upon the SEC or (B) notwithstanding that cure of all Registration Defaults the Company has consummated or accrual of all Additional Interest will consummate cease and the Exchange Offerinterest rate on the Notes will revert immediately to the original interest rate. Notwithstanding anything to the contrary in this Section 4(a), the Company is and the Guarantors shall not be required to file pay Additional Interest to a Shelf Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Guarantors) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such Shelf Registration is not declared effective other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the SEC on Indenture (or prior such other indenture) to the Shelf Effectiveness Date, then, commencing record holders entitled to receive the interest payment to be made on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, such date. Each obligation to pay Additional Interest shall be deemed to accrue on from and include the principal amount date of the Notes so affected at a rate of 0.50% per annum for applicable Registration Default to, but excluding, the first 90 days immediately following relevant interest payment date. (xc) The parties hereto agree that the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by an additional 0.50% per annum at Holders of Transfer Restricted Notes by reason of the beginning happening of each subsequent 90-day period; orany Registration Default and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (iiid) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms All of the Exchange Offer on or prior Company's and the Guarantors's obligations set forth in this Section 4 which are outstanding with respect to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after Transfer Restricted Note shall survive until such time as all Notes such obligations with respect to such Note have been disposed satisfied in full (notwithstanding termination of thereunder), then Additional Interest shall accrue on the principal amount this Agreement or consummation of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateRegistered Exchange Offer).

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), then commencing on the day after (xiii) the Filing DateExchange Offer has not been Consummated within 30 business days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, in the case of clause (Aiv) above, 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 within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective or (yv) the Shelf Filing DateCompany and the Guarantors shall have initiated and/or maintained a suspension period longer than the periods specified in Section 3(d) or 4(c) (each such event referred to in clauses (i) through (v), in a "Registration Default"), the case of clause (B) above, Additional Interest Company and the Guarantors hereby jointly and severally agree that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 1.00% per annum. Following the Exchange cure of all Registration Statement nor a Shelf Registration Statement is declared effective Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither either the Exchange Offer Registration Statement nor or the Shelf Registration Statement is required by Sections 3 and 4 are not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), then commencing on (iii) unless the day Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated (except with respect to Non-Eligible Notes) within 30 Business Days after (x) the Filing Date, in Effectiveness Target Date with respect to the case of clause (A) above, Exchange Offer Registration Statement or (yiv) any Registration Statement required by Sections 3 and 4 is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as a result of a Suspension Notice for a period not to exceed that permitted by Section 7(d) below) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 30 days after filing (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and but in no event shall such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, increase exceed 1.00% per annum in the case aggregate for all Registration Defaults (“Additional Interest”). Following the cure of clause all Registration Defaults relating to any Transfer Restricted Securities (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) aboveat such time as any Note ceases to be a Transfer Restricted Security), Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, payable with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior respect to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodrelevant Transfer Restricted Securities will cease; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full. All accrued Additional Interest rate on any affected Note may not exceed at any one time shall be paid to the Record Holders entitled thereto, in the aggregatemanner provided for the payment of interest in the Indenture, on each Additional Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive monetary remedy of the Initial Purchasers and the Holders for any such Registration Default.

Additional Interest. (a) The Company and In the Initial Purchasers agree event that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Issuers and the Guarantors have not filed the Exchange Offer Registration Statement nor or the Shelf Registration Statement is filed with the SEC Commission on or prior to before the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company date on which such Registration Statement is required to file a Shelf Registration be so filed pursuant to Section 2(a) and such Shelf Registration is not filed on or prior to the Shelf Filing Date3(b), then commencing on the day after (x) the Filing Date, in the case of clause (A) aboverespectively, or (yii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or 3(b), respectively, or (iii) the Exchange Offer has not been consummated within 240 days after the date of issuance of the Securities, or (iv) the Exchange Offer Registration Statement or Shelf Filing DateRegistration Statement required by Section 2(a) or 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Commission under the Act (each such event referred to in clauses (i) through (iv) is referred to herein as a “Registration Default”), in then the case of clause (B) above, Additional Interest shall accrue interest rate on the principal amount Securities will be increased, for the period from the occurrence of the Notes so affected Registration Default until such time as all Registration Defaults are cured (at a which time the interest rate will be reduced to its initial rate) by 0.25% per annum during the first 90-day period following the occurrence and during the continuation of 0.50the Registration Default, and by 0.25% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orperiod during which such Registration Default continues. The interest rate will not at any time be increased by greater than 0.50% per annum. (iib) if (A) neither Without limiting the Exchange Registration Statement nor a Shelf Registration Statement is declared effective remedies available to the Initial Purchasers and the Holders, the Issuers and the Guarantors acknowledge that any failure by the SEC Issuers or (Bthe Guarantors to comply with their obligations under Section 2(a) notwithstanding that the Company has consummated or will consummate the 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 3(b) hereof may result in material irreparable injury to the Shelf Effectiveness DateInitial Purchasers or the Holders for which there is no adequate remedy at law, then, commencing on the day after (x) the Effectiveness Datethat it will not be possible to measure damages for such injuries precisely and that, in the case event of clause (Aany such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantors’ obligations under Section 2(a) above, or (ySection 3(b) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregatehereof.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or (B) notwithstanding that prior to the Company has consummated or will consummate an “Effectiveness Target Date” in the case of the Exchange OfferOffer Registration Statement, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, Effectiveness Target Date in the case of clause the Shelf Registration Statement, (Aiii) above, the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or , but in no event shall such increase exceed 1.00% per annum (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding any such increase, “Additional Interest”), provided, that the Company has consummated or will consummate and the Exchange OfferGuarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any time. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective interest rate borne by the SEC on or prior relevant Transfer Restricted Securities will be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (Aii) neither the Exchange Offer Registration Statement nor or the Shelf Registration Statement is filed with not declared effective by the SEC on or prior to the Filing Date or date specified herein for such effectiveness (Bthe “Effectiveness Target Date”), (iii) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company Offer is required to file a be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and such Shelf Registration declared effective hereunder is not filed on declared effective but thereafter ceases to be effective or prior to usable in connection with the Shelf Filing DateExchange Offer or resales of Securities, then commencing on the day after (x) the Filing Date, in as the case of clause may be, during the periods specified herein (Aeach 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, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or (yportion thereof) while a Registration Default is continuing immediately following the Shelf Filing Dateoccurrence of such Registration Default, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50by 0.25% per annum for the first 90 days immediately following,(x) the Filing Dateannum, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest interest rate shall increase increasing by an additional 0.500.25 % per annum at the beginning of each subsequent 90-day period; or period (iior portion thereof) if while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (A1) neither the filing of the Exchange Offer Registration Statement nor a or the Shelf Registration Statement is declared effective by Statement, as the SEC or case may be, required hereunder (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (Ai) aboveof the preceding sentence), or (y2) the effectiveness of the Exchange Offer Registration Statement or the Shelf Effectiveness DateRegistration Statement, as the case may be, required hereunder (in the case of clause (Bii) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following preceding sentence), (x3) the Effectiveness Dateissuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (Aiii) aboveof the preceding sentence), or (y4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Effectiveness DateRegistration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (Biv) aboveof the preceding sentence), with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms as a result of the Exchange Offer Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on or prior the Securities shall revert to the 45th day original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after the each and every date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases an event occurs in respect of which Additional Interest is required to be effective at any time prior to paid (an “Event Date”). Additional Interest shall be paid by depositing with the second anniversary Trustee, in trust, for the benefit of the Issue Date Holders of Securities (other than after Private Exchange Securities, if issued) on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such time date as all Notes have been disposed of thereunder), then set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) from and including the day such Shelf Registration ceases to be effective in following the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateapplicable Event Date.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (Aii) neither the Exchange Offer Registration Statement nor or the Shelf Registration Statement is filed with not declared effective by the SEC on or prior to the Filing Date or date specified herein for such effectiveness (Bthe “Effectiveness Target Date”), (iii) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company Offer is required to file a be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and such Shelf Registration declared effective hereunder is not filed on declared effective but thereafter ceases to be effective or prior to usable in connection with the Shelf Filing DateExchange Offer or resales of Securities, then commencing on the day after (x) the Filing Date, in as the case of clause may be, during the periods specified herein (Aeach 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, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or (yportion thereof) while a Registration Default is continuing immediately following the Shelf Filing Dateoccurrence of such Registration Default, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50by 0.25% per annum for the first 90 days immediately following,(x) the Filing Dateannum, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest interest rate shall increase increasing by an additional 0.500.25 % per annum at the beginning of each subsequent 90-day period; or period (iior portion thereof) if while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (A1) neither the filing of the Exchange Offer Registration Statement nor a or the Shelf Registration Statement is declared effective by Statement, as the SEC or case may be, required hereunder (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (Ai) aboveof the preceding sentence), or (y2) the effectiveness of the Exchange Offer Registration Statement or the Shelf Effectiveness DateRegistration Statement, as the case may be, required hereunder (in the case of clause (Bii) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following preceding sentence), (x3) the Effectiveness Dateissuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (Aiii) aboveof the preceding sentence), or (y4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Effectiveness DateRegistration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (Biv) aboveof the preceding sentence), with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms as a result of the Exchange Offer Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on or prior the Securities shall revert to the 45th day original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after the each and every date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases an event occurs in respect of which Additional Interest is required to be effective at any time prior to paid (an “Event Date”). Additional Interest shall be paid by depositing with the second anniversary Trustee, in trust, for the benefit of the Issue Date Holders of Securities (other than after Private Exchange Securities, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such time date as all Notes have been disposed of thereunder), then set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) from and including the day such Shelf Registration ceases to be effective in following the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateapplicable Event Date.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Offer has not been Consummat- ed by the 450th day after the Closing Date with respect to the Exchange Offer Registration Statement nor (or if such 450th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registra- tion Statement, if required hereby, has not been filed or declared effective by the Commission by the 450th day after the Closing Date (or if such 450th day is not a Business Day, the succeeding Business Day) or (iii) a Shelf Registration Statement is required by this Agreement has been filed with the SEC on or prior and declared effective but, subject to the Filing Date or any Blackout Period, shall thereafter cease to be effec- tive without being succeeded promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (Beach such event referred to in clauses (i) notwithstanding that the Company has consummated or will consummate an Exchange Offerthrough (iii), a “Registration Default”), the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to hereby agrees that the Shelf Filing Date, then commencing on interest rate borne by the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(xfollowing the occurrence of any Regis- tration Default (or combination of Registration Defaults) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or period (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offersuch increase, the Company is required to file a Shelf Registration and “Additional Interest”), but in no event shall all such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, increases in the case of clause (A) aboveaggregate exceed 1.00% per annum, or (y) the Shelf Effectiveness Date, and in the case of clause (B) above, Additional Interest no event shall accrue on the principal amount of the Notes so affected at a rate of 0.50such increase exceed 0.25% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case any 90-day period regardless of clause (A) above, or (y) the Shelf Effectiveness Date, how many Registra- tion Defaults occur in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) . Following the Company has not exchanged Exchange Notes for cure of all Notes validly tendered in accordance with Registration Defaults relat- ing to any particular Transfer Restricted Securities, the terms of interest rate borne by the Exchange Offer on or prior relevant Trans- fer Restricted Securities will be reduced to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Re- stricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time in borne by the aggregaterelevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

Additional Interest. In the event that either, (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Offer Registration Statement is not filed with the SEC on or prior to the Filing Date 75th calendar day following the Closing 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 Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof; (b) the Exchange Offer Registration Statement has not been declared effective by the SEC under the 1933 Act on or prior to the Shelf Filing 120th calendar day following the Closing Date, then commencing or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 120th day after such filing obligation arises, (xc) the Filing Exchange Offer is not consummated within 150 days following the Closing Date, (d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the case resale of clause the Notes covered by such Shelf Registration Statement, or (Ae) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, or a “Registration Default”), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (y0.25%) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for with respect to the first 90 days 90-day period (or portion thereof) while a Registration Default is continuing immediately following,(x) following the Filing Dateoccurrence of such Registration Default, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest which rate shall will increase by an additional 0.50% one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period; or period (iior portion thereof) if while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (A1.00%) neither per annum (the “Additional Interest”). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (c) of this Section that relates to the Exchange Offer Registration Statement nor a or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC SEC, or (B) notwithstanding that earlier upon the Company has consummated or will consummate cure of the Exchange Offer, Registration Default described therein. If the Company is required to file a Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and such the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration is Statement shall not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, be usable exceeds 30 days in the case aggregate, then the interest rate borne by such Holders’ Notes will be increased by one-quarter of clause one percent (A0.25%) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following 90-day period (xor portion thereof) beginning on the Effectiveness Date31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be usable, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest which rate increasing shall be increased by an additional 0.50% one-quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period; or period (iiior portion thereof) if in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate on such Holder’s Notes will in no event exceed one percent (A1.00%) per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the Company has not exchanged Exchange interest rate borne by the Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior will be reduced to the 45th original interest rate if no other Registration Default shall be continuing at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three business days after the each and every date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases an event occurs in respect of which Additional Interest is required to be effective at any time prior paid (an “Event Date”). Any Additional Interest due shall be payable on each interest payment date to the second anniversary Holder of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) from and including the day such Shelf Registration ceases to be effective in following the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateapplicable Event Date.

Additional Interest. (a) The Company If (i) a registration statement registering the resale of the Notes and the Initial Purchasers agree that the Holders shares of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent Common Stock issuable upon conversion of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances such Notes and shares of Common Stock, solely to the extent set forth below held by a party to (without duplication): (ior an assignee of the applicable rights under) if (Aa Note Subscription Agreement, the “Registrable Securities” and such registration statement, the “Registration Statement”) neither has not been filed by the Exchange Registration Statement nor the Shelf Registration Statement is filed Company with the SEC Commission as required by and on or prior to the Filing Date or deadline set forth in the Note Subscription Agreements, (Bii) notwithstanding that the Company Registration Statement has consummated or will consummate an Exchange Offer, not been declared effective by the Company is Commission as required to file a Shelf Registration by and such Shelf Registration is not filed on or prior to the Shelf Filing Datedeadline set forth in the Note Subscription Agreements, then commencing or (iii) a Suspension Event (as defined in the Note Subscription Agreement) occurs (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company shall pay Additional Interest on the Notes at a rate equal to 0.25% per annum of the principal amount of Notes for each day after during the first 180 days of such period for which a Registration Default has occurred and is continuing and, thereafter, 0.50% per annum of the principal amount of Notes. Additional Interest pursuant to a Registration Default will be payable in arrears on each Interest Payment Date following such Registration Default in the same manner as regular interest on the Notes. Following the earliest of (w) the cure of all Registration Defaults relating to the Registrable Securities, (x) the Filing Datesale of all outstanding Registrable Securities registered under the Registration Statement, in the case of clause (A) above, or (y) the Shelf Filing Datepoint when no Registrable Securities remain outstanding and (z) the point when all the Registrable Securities may be sold freely under Rule 144 under the Securities Act (or any other similar provision then in force) without volume limitations or public information requirements of Rule 144(c), provided that the Company complies with the requirements of Rule 144(i)(2), the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes and the accrual of Additional Interest will cease with respect to such Registrable Notes. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Notes 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 as required pursuant to the applicable Note Subscription Agreement or is not party to (or an assignee of the applicable rights under) a Note Subscription Agreement) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement and no Registration Default shall be deemed to occur solely as a result of failure to include Notes or shares of Common Stock held by any such Holder in any Registration Statement. (b) Notwithstanding anything in this Indenture or in the case Notes to the contrary, if the Company so elects, the sole remedy for an Event of clause Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default (Bwhich, for the avoidance of doubt, shall not commence until the notice described in Section 6.01(f) abovehas been given, and the related 60-day period described in such Section 6.01(f) has passed), consist exclusively of the right to receive Additional Interest shall accrue on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes so affected at a rate outstanding for each day during the first 180-day period on which such Event of Default is continuing beginning on, and including the date on which such an Event of Default first occurs and (ii) 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum outstanding for each day during the first 90 days immediately following (x) period from, and including, the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th 181st day after the date on which occurrence of such Event of Default to, and including, the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th 360th day after the occurrence of such effective dateEvent of Default, in during which such Event of Default is continuing. If the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) aboveCompany so elects, such Additional Interest rate increasing by shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 361st day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 361st day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an additional 0.50% per annum at Event of Default in accordance with this Section 6.03(b) or the Company has elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02. In order to elect to pay Additional Interest as the sole remedy during the first 360 days after the occurrence of any Event of Default described in the immediately preceding paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of each subsequent 90such 360-day period; providedperiod (which, howeverfor the avoidance of doubt, that shall not commence until the notice described in Section 6.01(f) has been given, and the related 60-day period described in such Section 6.01(f) has passed). Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02. (c) The Trustee shall not at any time be under any duty or responsibility to any Holder to determine Additional Interest, or with respect to the nature, extent or calculation of the amount of Additional Interest rate on any affected Note may not exceed at any one time owed, or with respect to the method employed in the aggregatesuch calculation of Additional Interest.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), then commencing on the day after (xiii) the Filing Date, in Exchange Offer has not been Consummated within 30 business days after the case of clause (A) above, Exchange Offer Registration Statement is declared effective or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Shelf Filing Date, in Company and the case of clause (B) above, Additional Interest Guarantors hereby agree that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and but in no event shall such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50increase exceed 1.00% per annum for (the first 90 days immediately following (x) "Additional Interest"). Following the Effectiveness Datecure of all Registration Defaults relating to any particular Transfer Restricted Securities, in Additional Interest, payable with respect to the case Transfer Restricted Securities as a result of such clause (A) abovei), or (y) the Shelf Effectiveness Dateii), in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if iv), as 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 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodwill cease; provided, however, that the that, if after any such Additional Interest has ceased, a different Registration Default occurs, the interest rate on any affected Note may not exceed at any one time borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If either (i) if (A) neither the Exchange Registration Statement nor the a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time is not filed with the SEC on or prior to the Filing Date date that is 90 days after the date of any request from the Majority Holders pursuant to Section 2.01(a), or (Bii) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement relating to the offer and such Shelf Registration is sale of the Registrable Securities by the Holders from time to time has not filed been declared effective on or prior to the Shelf Filing Date, then commencing on date that is 180 days after the day after date of any such request (xeach such event referred to in clauses (i) the Filing Date, in the case of clause and (Aii) above, or (y) the Shelf Filing Datea “Registration Default”), in the case of clause (B) above, Additional Interest then additional interest shall accrue on the principal amount Accreted Principal Amount of the Notes so affected at a the rate of (A) 0.25% per annum for each day during the 90-day period beginning on, and including, the date such Registration Default occurs and on which any Registration Default is continuing, and (B) 0.50% per annum for each day thereafter on which any Registration Default is continuing. Following the first 90 days immediately following,(x) cure of all Registration Defaults the Filing Date, in the case accrual of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest will cease and the interest rate shall increase by an additional 0.50% per annum will revert to the original rate. The Company will not be obligated to pay Additional Interest in respect of more than one Registration Default at the beginning of each subsequent 90-day period; ora time. (iib) if (A) neither If the Exchange Registration Statement nor a Shelf Registration Statement is declared effective unusable by the SEC or (B) notwithstanding that Holders for any reason, and the Company has consummated or will consummate aggregate number of days in any consecutive twelve-month period for which the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is Statement shall not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, be usable exceeds 90 days in the case of clause (A) aboveaggregate, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest then additional interest shall accrue on the principal amount Accreted Principal Amount of the Notes so affected at a the rate of (i) 0.25% per annum for each day during the 90-day period beginning on, and including, the 90th day after the date such Shelf Registration Statement first ceases to be usable in such twelve-month period and on which such Shelf Registration Statement shall not be usable, and (ii) 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date thereafter on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to Statement shall not be effective at any time prior usable. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Securities will be reduced to the second anniversary of original interest rate if the Issue Date (other than after Issuers are otherwise in compliance with this Agreement at such time as all Notes have been disposed of thereunder), then time. Additional Interest shall accrue be computed based on the principal amount actual number of days for which the Shelf Registration Statement is unusable. (c) The Issuers shall notify the Trustee within three business days after each and every date (an “Event Date”) for which Additional Interest is payable. Additional Interest shall be payable pursuant to the Indenture in the same manner as regular interest on the Notes so affected at and shall be computed on the basis of a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90360-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateyear comprised of twelve 30-day months

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, pay additional interest on the Registrable Notes ("Additional InterestADDITIONAL INTEREST") under ), in the circumstances and to the extent set forth below (without duplication):event that: (i) if (A) neither the Exchange Offer Registration Statement nor is not filed with the Commission on or prior to the 60th day following the Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 210th day following the Issue Date, (iii) the Exchange Offer is not consummated and the Shelf Registration Statement is filed with the SEC not declared effective, in each case, on or prior to the Filing Date or (B) notwithstanding that 240th day following 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 filed on or prior to the Shelf Filing Issue Date, then commencing on the day after or (x) the Filing Date, in the case of clause (A) above, or (yiv) the Shelf Filing DateRegistration Statement is declared effective but thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted in Section 3(a) or the case penultimate paragraph of clause Section 5 hereof (Beach such event referred to in clauses (i), through (iv), a "REGISTRATION DEFAULT"), additional cash interest ("ADDITIONAL INTEREST") above, Additional Interest shall will accrue on the principal amount of the Registrable Notes so that are affected at a thereby. The rate of Additional Interest will be 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days period immediately following (x) the Effectiveness Dateoccurrence of a Registration Default, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at on the beginning 90th day following such Registration Default, up to a maximum amount of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms additional interest of the Exchange Offer on or prior to the 45th day after 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary earlier 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, date on which all Registration Defaults have been cured or (y) the day such Shelf date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Company (including any Initial Purchaser) without further registration under the Securities Act. Notwithstanding the foregoing, (A) the amount of Additional Interest payable shall not increase because more than one Registration ceases to be effective in the case of Default has occurred and is pending and (B) abovea Holder of Registrable Notes who is not entitled to the benefits of the Shelf Registration Statement (for example, a Holder that has not elected to provide required information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. In addition, no Additional Interest shall accrue solely as a result of the Company's failure to keep the Shelf Registration Statement effective during the Effectiveness Period pursuant to clause (iii) of the proviso to the second paragraph of Section 3(a). (b) The Company shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of Additional Interest due pursuant to this Section 4 will be payable in addition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the Interest Payment Dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Additional Interest rate increasing by an additional 0.50% per annum at the beginning commences to accrue notwithstanding that cash interest may not otherwise be payable on such Registrable Notes on each such date. The amount of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time will be determined in a manner consistent with the aggregatecalculation of interest under the Indenture.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of such Registration Statements has not been declared effective by the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC Commission on or prior to the Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (Biii) notwithstanding any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without (in each case other than during a Suspension Period) being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers hereby agree that the Company has consummated or will consummate an Exchange Offer, interest rate borne by the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or period (iisuch increase, “Additional Interest”) if (A) neither until such Registration Default has been cured, but in no event shall such increase exceed 1.00% per annum. Following the Exchange cure of all Registration Statement nor a Shelf Registration Statement is declared effective Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions; provided further, that the Issuers shall in no event be required to pay Additional Interest rate on any affected Note may not exceed for more than one Registration Default at any one time given time. All obligations of the Issuers and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding anything to the contrary herein, the increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders due to a Registration Default, so long as the Issuers and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Company or the Guarantors fails to fulfill its perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): event that (i) if (A) neither the Exchange Registration Statement nor the Shelf applicable Registration Statement is not filed with the SEC Commission on or prior to the Filing Date or date specified herein for such filing, (Bii) notwithstanding that the Company applicable Registration Statement has consummated or will consummate an Exchange Offer, not been declared effective by the Company is required to file a Shelf Registration and such Shelf Registration is not filed Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Company and the Guarantors within the time period set forth in Section 2(a) hereof, (iv) prior to the end of the Exchange Offer Registration Period or the Shelf Filing DateRegistration Period, then commencing on the day after (x) Commission shall have issued a stop order suspending the Filing Dateeffectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, in as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of clause (A) abovethe Securities Act, or (yv) the Shelf Filing DateCompany and the Guarantors shall have initiated a suspension period beyond the periods set forth in Section 2(d) or 3(d) (each such event referred to in clauses (i) through (v), a “Registration Default”), then additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue with respect to the first 90-day period immediately following the occurrence of such Registration Default in the case of clause (B) above, Additional Interest shall accrue on the principal an amount of the Notes so affected at a rate of 0.50equal to 0.5 % per annum and will increase by an additional 0.5% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 period until such Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company Default has consummated or will consummate the Exchange Offerbeen cured, the Company is required up to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case an aggregate maximum amount of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.501.0% per annum for all Registration Defaults. Following the first 90 days cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the accrual of all Additional Interest will cease. Notwithstanding anything to the contrary in this Section 4(a), the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Company shall notify the Trustee and paying agent under the Indenture immediately following upon the happening of each and every Registration Default. The Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (xwhich shall not be the Company or the Guarantors for these purposes) for the Effectiveness DateTransfer Restricted Notes, in trust, for the case benefit of clause (A) abovethe Holders thereof, or (y) prior to 11:00 a.m. on the Shelf Effectiveness Date, next interest payment date specified in the case of clause Indenture (B) aboveor such other indenture), with such sums sufficient to pay the Additional Interest rate increasing then due. The Additional Interest due shall be payable on each interest payment date specified by an additional 0.50% per annum the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and include the date of the applicable Registration Default to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Company’s and the Guarantors’s obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Note at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and time such Shelf Registration Note ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after a Transfer Restricted Note shall survive until such time as all Notes such obligations with respect to such Note have been disposed satisfied in full (notwithstanding termination of thereunderthis Agreement), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate.

Additional Interest. The Holder of this Security is entitled to the benefits of an Exchange and Registration Rights Agreement, dated as of November 25, 2003, among the Company, each of Pinnacle Foods Corporation, PF Sales, LLC, PF Distribution, LLC, Pinnacle Foods Brands Corporation, PF Standards Corporation, Pinnacle Foods Management Corporation and PF Sales (aN. Central Region) The Company Corp. (collectively, the "Note Guarantors") and the Initial Purchasers agree that named therein (the Holders of Registrable Notes will suffer damages if "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the Company fails meanings assigned to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain them in the extent of such damages with precisionRegistration Agreement. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if the Shelf Registration Statement or Exchange Offer Registration Statement, as applicable under the Registration Agreement, is not filed with the Commission on or prior to 270 days after the Issue Date, (Aii) neither the Exchange Offer Registration Statement nor or the Shelf Registration Statement, as the case may be, is not declared effective within 330 days after the Issue Date, (iii) the Registered Exchange Offer is not consummated on or prior to 360 days after the Issue Date, or (iv) the Shelf Registration Statement is filed with and declared effective within 360 days after the SEC on or prior Issue Date but shall thereafter cease to the Filing Date or be effective (B) notwithstanding at any time that the Company has consummated or will consummate is obligated to maintain the effectiveness thereof) without being succeeded within 60 days by an Exchange Offeradditional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company is required shall pay additional interest to file a Shelf each Holder of Transfer-Restricted Securities during the period of such Registration and such Shelf Registration is not filed on or prior Default in an amount equal to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case 1% per annum of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for Securities constituting Transfer-Restricted Securities held by such Holder until the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 applicable Registration Statement nor a is filed or declared effective, the Registered Exchange Offer is consummated or the Shelf Registration Statement is declared effective by again becomes effective, as the SEC or (B) notwithstanding case may be; provided that that the Company has consummated or will consummate shall not be required to pay additional interest for more than one Registration Default at any given time. All accrued additional interest shall be paid to Holders in the Exchange Offersame manner as interest payments on the Securities on semiannual payment dates that correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount determination of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateof

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and Subject to the extent set forth below (without duplication): Section 6(c)(i), if (i) if (A) neither the Exchange any Registration Statement nor the Shelf Registration Statement required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), then commencing on the day after (xiii) the Filing Date, in Exchange Offer has not been Consummated within 365 days after the case of clause (A) above, Closing Date with respect to the Exchange Offer Registration Statement or (yiv) 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 for a period in excess of 30 days without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in occurrence of any Registration Default (provided that the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time) and shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day periodperiod during which such Registration Default continues (any such increase, “Additional Interest”), but in no event shall such Additional Interest exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; or (ii) provided, however, that, if (A) neither after any such reduction in interest rate, a different Registration Default occurs, the Exchange interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. A Registration Default referred to in this Section 5 shall be deemed not to have occurred and be continuing in relation to any Registration Statement nor required by this Agreement or the related Prospectus if such Registration Default has occurred solely as a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after result of (x) the Effectiveness Datefiling of a post effective amendment to such Registration Statement to incorporate (i) annual audited, or quarterly unaudited, financial information with respect to the Company and the Guarantors, or (ii) material information disclosed in a Form 8-K that would need to be described in the Registration Statement or the related Prospectus, in each case, where such post effective amendment is not yet effective and needs to be declared effective to permit Holders to use the case of clause (A) above, related Prospectus or (y) the Shelf Effectiveness Date, exercise of a Suspension Right by the Company pursuant to Section 6(c)(i) hereof. All obligations of the Company and the Guarantors set forth in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, preceding paragraph that are outstanding with such Additional Interest rate increasing by an additional 0.50% per annum respect to any Transfer Restricted Security at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and time such Shelf Registration security ceases to be effective at any time prior to the second anniversary of the Issue Date (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 satisfied in full. The Additional Interest set forth in this Section 5 shall accrue on be the principal amount of the Notes so affected at a rate of 0.50% per annum exclusive monetary remedy available to Holders for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf each Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateDefault.

Additional Interest. (a) The Company and In the Initial Purchasers agree event that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf applicable ------------------- Registration Statement is not filed with the SEC on or prior to the Filing Date or date specified herein for such filing, (Bii) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf applicable Registration and such Shelf Registration Statement is not filed declared effective on or prior to the Shelf Filing date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), ------------------------- (iii) if the Exchange Offer is required to be consummated here- (a) but shall thereafter cease to be effective or usable without being succeeded immediately by an additional Registration Statement covering the Transfer Restricted Notes which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then commencing the interest rate on -------------------- the Transfer Restricted Notes as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day after period (xor ------------------- portion thereof) while a Registration Default is continuing immediately following the Filing Date, occurrence of such Registration Default in the case an amount equal to 0.50% per annum of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a Notes. The rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional additional Interest rate shall will increase by an additional 0.50% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.50% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the Notes will be increased by 0.50% per annum of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.50% per annum of the principal amount of the Notes at the beginning of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor , up to a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case maximum amount of clause (A) above, or (y) the Shelf Effectiveness Date, in the case 1.50% of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) Notes. Upon the Shelf Effectiveness DateRegistration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to the original interest rate if the Company is otherwise in the case of clause (B) above, compliance with this Agreement at such time. Additional Interest rate increasing by an additional 0.50% per annum at shall be computed based on the beginning actual number of days elapsed in each subsequent 90-day period; or (iii) if (A) period in which the Shelf Registration Statement is unusable. The Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with shall notify the terms of the Exchange Offer on or prior to the 45th day Trustee within three Business Days after the each and every date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases an event occurs in respect of which Additional Interest is required to be effective at any time prior to the second anniversary of the Issue Date paid (other than after such time as all Notes have been disposed of thereunderan "Event Date"), then . Additional Interest shall accrue on be ---------- paid by depositing with the principal amount Trustee, in trust, for the benefit of the Notes so affected at a rate Holders of 0.50% per annum for Transfer Restricted Notes, on or before the first 90 days commencing on (x) the 46th day after such effective applicable semiannual interest payment date, immediately available funds in the case of (A) above, or (y) the day such Shelf Registration ceases sums sufficient to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that pay the Additional Interest rate then due. The Additional Interest due shall be payable on any affected Note may not exceed at any one time each interest payment date to the record Holder of Notes entitled to receive the interest payment to be paid on such date as set forth in the aggregateIndenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) The Company and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each March 1 and September 1 (to the holders of record on the February 15 and August 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 Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months) and the denominator of which is 360.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Company Issuer fails to fulfill perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Company agrees event that (i) the applicable Registration Statement is not filed with the Commission on or prior to paythe date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as liquidated damagesthe case may be, additional which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate on the Transfer Restricted Notes will increase ("Additional Interest") under the circumstances and ), with respect to the extent set forth below (without duplication): (i) if (A) neither first 90-day period immediately following the Exchange occurrence of such Registration Statement nor the Shelf Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Statement is filed with the SEC on or prior Default has been cured, up 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal maximum amount of the Notes so affected at a rate of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the first 90 days immediately following,(x) the Filing DateTransfer Restricted Notes, in trust, for the case benefit of clause (A) abovethe Holders thereof, or (y) prior to 11:00 A.M. on the Shelf Filing Date, next interest payment date specified in the case of clause Indenture (B) aboveor such other indenture), and such sums sufficient to pay the Additional Interest rate then due. The Additional Interest due shall increase by an additional 0.50% per annum at the beginning of be payable on each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective interest payment date specified by the SEC Indenture (or (Bsuch other indenture) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing record holders entitled to receive the interest payment to be made on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, such date. Each obligation to pay Additional Interest shall be deemed to accrue on from and including the principal amount applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes so affected at a rate by reason of 0.50% per annum for the first 90 days immediately following happening of any Registration Default. (xd) All of the Effectiveness Date, Issuer's obligations set forth in the case of clause (A) above, this Section 4 which are outstanding with respect to any Exchange Note or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum Transfer Restricted Note at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and time such Shelf Registration note ceases to be covered by an effective at any time prior to the second anniversary of the Issue Date (other than after Registration Statement shall survive until such time as all Notes such obligations with respect to such security have been disposed of thereunder), then Additional Interest shall accrue on the principal amount satisfied in full (notwithstanding termination of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateAgreement).

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Registration Statement nor the any Shelf Registration Statement is filed with required by this Agreement has not been declared effective by the SEC Commission on or prior to the Filing date speci- fied for such effectiveness in this Agreement, (ii) an Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (Biii) notwithstanding 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 promptly by a post-effective amendment to such Registration Statement that the Company has consummated or will consummate an Exchange Offercures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company is required to file a Shelf hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of the subsequent 90-day period, but in no event shall such Shelf Registration is not filed on or prior to increase in the Shelf Filing Dateaggregate exceed 0.75% per annum (any such increase, then commencing on “Additional Interest”); provided, that for the day after (x) the Filing Date, avoidance of doubt in the case of clause (Aii) above, or (y) only the Shelf Filing Date, in interest rate borne by Transfer Restricted Securities that are the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms subject of the Exchange Offer on or prior that was not so Consummated shall be increased. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest rate on any affected Note may not exceed at any one time 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 aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If either (a) The Company and the Initial Purchasers agree that Exchange Offer Registration Statement has not been filed within 75 days after the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. AccordinglyClosing Date, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither Exchange Offer has not been Consummated by the Exchange Registration Statement nor the Date or a Shelf Registration Statement is filed with Statement, if required hereby, has not been declared effective by the SEC Commission on or prior to the Filing Date date specified for such filing in this Agreement or (Bb) notwithstanding 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (a) and (b), a “Registration Default”), the Issuer and the Guarantors hereby agree that the Company has consummated or will consummate an Exchange Offer, interest rate borne by the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest Transfer Restricted Securities shall accrue on the be increased by $0.05 per week per $1,000 principal amount of Transfer Restricted Securities during the Notes so affected at a rate 90-day period immediately following the occurrence of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.50% $0.05 per annum week per $1,000 principal amount at the beginning end of each subsequent 90-day period; or period (such increase, “Additional Interest”, but in no event shall the total of all such increases exceed $0.30 per week per $1,000 principal amount of Transfer Restricted Securities). At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective particular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All references in the Indenture to “interest” include the Additional Interest rate on any affected Note may not exceed at any one time payable pursuant to this Section 5, and all accrued Additional Interest shall be payable to the Holders entitled thereto, in the aggregatemanner provided for the payment of interest in the Indenture, as more fully set forth in the Indenture and the Securities. All obligations of the Issuer and the Guarantors set forth in the preceding paragraphs that are outstanding with respect to any Transfer Restricted Security at the time such Transfer Restricted Security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), then commencing on the day after (xiii) the Filing Date, in Exchange Offer has not been Consummated within 40 days after the case of clause (A) above, Exchange Offer Registration Statement is declared effective or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum (any such increase in interest, "Additional Interest"). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; or (ii) provided, however, that, if (A) neither after any such reduction in interest rate, a different Registration Default occurs, the Exchange interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions; provided further, that if a Registration Statement nor Default shall occur and be continuing on the date that is two years following the Issue Date, such interest rate borne by the Transfer Restricted Securities shall be increased at a rate of 1.00% per annum permanently. All obligations of the Company, the Guarantors and the Pledgors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. In the event the Company is not eligible for Form F-3 or S-3, a Registration Default shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement is declared effective by or the SEC or related prospectus if (Bi) notwithstanding that the Company such Registration Default has consummated or will consummate the Exchange Offer, the Company is required to file occurred solely as a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after result of (x) the Effectiveness Date, filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (A) abovey), or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered is proceeding promptly and in accordance with the terms of the Exchange Offer on good faith to amend or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and supplement such Shelf Registration ceases Statement and related prospectus to be effective at any time prior to the second anniversary of the Issue Date (other than after describe such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodevents; provided, however, that the in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest rate on any affected Note may not exceed at any one time shall be payable in accordance with this Section 5 from the aggregateday such Registration Default occurs until such Registration Default is cured.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Notes Transfer Restricted Securities will suffer damages if the Company fails and the Guarantors fail to fulfill its their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, if (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 60 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days after the Issue Date or the Shelf Registration Statement is not declared effective within 60 days after the Shelf Filing Date or (iii) the Exchange Offer is not consummated on or prior to 220 days after the Issue Date (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company agrees and the Guarantors will be jointly and severally obligated to pay, as liquidated damages, pay additional interest on the Notes ("Additional Interest") to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to one-half of one percent (0.50%) per annum upon the occurrence of each Registration Default, which rate will increase by one half of one percent (0.50%) at the beginning of each succeeding 90-day period (or portion thereof) that such Additional Interest continues to accrue under any such circumstance; provided, however, that the circumstances maximum aggregate increase in the interest rate will in no event exceed one and to one-half percent (1.5%) per annum; provided further, that no Additional Interest shall be payable if the extent Exchange Offer Registration Statement is not filed or declared effective or the Exchange Offer is not consummated on account of the reasons set forth below (without duplication): in clause (i) if of the first paragraph of Section 2 (A) neither it being understood, however, that in any such case the Exchange Company and the Guarantors shall be obligated to file a Shelf Registration Statement nor and additional interest shall be payable if the Shelf Registration Statement is filed not declared effective in accordance with clause (ii) of this paragraph (a)); provided further, that no Additional Interest shall be payable if the SEC Shelf Registration Statement is not declared effective as set forth above because of a request under clause (iii) of Section 2; and provided further, that Additional Interest shall only be payable in case the Shelf Registration Statement is not declared effective as aforesaid. Immediately following the cure of a Registration Default, the accrual of Additional Interest with respect to that particular Registration Default will cease. Immediately following the cure of all Registration Defaults or the date on which the Exchange Securities are saleable pursuant to Rule 144(k) under the Securities Act or prior any successor provision, the accrual of Additional Interest will cease and the interest rate will revert to the Filing Date or original rate. (Bb) notwithstanding that If the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and Statement is declared effective but becomes unusable by the Holders of Registrable Securities covered by such Shelf Registration is not filed on or prior to Statement ("Shelf Registrable Securities") for any reason, except during a Blackout Period (as defined herein), and the aggregate number of days in any consecutive 365 day period for which the Shelf Filing DateRegistration Statement shall not be usable exceeds 30 days in the aggregate, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) interest rate borne by the Shelf Filing Date, in the case Registrable Securities will be increased by 0.50% per annum of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum Securities for the first 90 days immediately following,(x90-day period (or portion thereof) beginning on the Filing Date, in the case of clause (A) above, or (y) 31st such day that such Shelf Registration Statement remains unusable. If the Shelf Filing Date, in the case of clause (B) above, and such Registration Statement remains unusable for 30 days during any 90-day period for which Additional Interest shall be payable pursuant to this paragraph, then the interest rate borne by the Shelf Registrable Securities during such 90-day period shall increase be increased by an additional 0.50% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the maximum aggregate increase in the interest rate as a result of a Shelf Registration Statement being unusable will in no event exceed one and one-half percent (1.5%) per annum. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Shelf Registrable Securities will be reduced to the interest rate in effect prior to the Shelf Registration Statement becoming unusable. Additional Interest rate shall be computed based on any affected Note the actual number of days elapsed in each 90-day period for which Additional Interest is due. (c) The Company shall notify the Trustee and the Paying Agent under the Indenture immediately upon the happening of each and every Registration Default. The Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Securities by depositing with the Paying Agent (which may not exceed at any one time be the Company for these purposes), in trust, for the aggregatebenefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Securities, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture and the Securities to the record Holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the date of the applicable Registration Default. (d) The parties hereto agree that the Additional Interest provided for in this Section 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Securities by reason of the failure of (i) the Shelf Registration Statement or the Exchange Offer Registration Statement to be filed, (ii) the Shelf Registration Statement to remain effective or (iii) the Exchange Offer Registration Statement to be declared effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the an Exchange Registration Statement nor the Shelf Offer Registration Statement is filed with the SEC required pursuant to Section 3(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Filing Date Effectiveness Target Date, or (By) notwithstanding that the Company has consummated Exchange Offer is not Consummated within 45 days after the date on which the Exchange Offer Registration Statement becomes effective; or will consummate an Exchange Offer, the Company is required to file (ii) a Shelf Registration Statement is required pursuant to Section 4(a)(x) and such Shelf Registration Statement (x) is not filed on or prior to the applicable Shelf Filing DateDeadline, then commencing (y) does not become effective on or prior to the 90th day after (x) the Shelf Filing Date, in the case of clause (A) aboveDeadline, or (yz) is filed and becomes effective but thereafter ceases to be effective or the corresponding Prospectus fails to be usable for its intended purpose at any time during the Shelf Filing DateRegistration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (each such event referred to in the case of clause foregoing clauses (Bi) aboveor (ii) a “Registration Default”), Additional Interest the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 1.00% per annum. Following the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after earliest of (x) the Effectiveness Datecure of all Registration Defaults relating to any particular Transfer Restricted Securities, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which there are no outstanding Transfer Restricted Securities and (z) the Exchange Registration Statement was declared effective or (B) if applicabledate that is two and one half years after the Release Date, a Shelf Registration has been declared effective and such Shelf Registration ceases to the interest rate borne by the relevant Transfer Restricted Securities will be effective at any time prior reduced to the second anniversary of the Issue Date (other than after original interest rate borne by such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest rate on any affected Note may payable shall not exceed at any increase because more than one time Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and Subject only to Section 2.9(d) below, Borrower shall be obligated to pay the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails Additional Interest to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, Lender as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):follows: (i) if Upon any (Aand each) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior application of any Net Proceeds 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered Debt in accordance with the terms of this Agreement and the Exchange Offer Security Instrument, one and one-quarter percent (1.25%) of the amount thereof shall be retained by Lender on account of the Additional Interest and the balance thereof shall be applied in reduction of the Outstanding Principal Balance; (ii) Other than as set forth in the foregoing clause (i) and the following clause (iii), upon any (and each) partial prepayment of the Debt in accordance with the terms of this Agreement one and one-quarter percent (1.25%) of the amount thereof shall be retained by Lender or paid to Lender on account of the Additional Interest prior to the 45th day after application of the date balance of such partial prepayment in reduction of the Outstanding Principal Balance (Borrower acknowledging that only such amount actually applied in reduction of the Outstanding Principal Balance shall be deemed a prepayment for all purposes under this Agreement); and (iii) Upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender the entire Additional Interest, less any amounts on which account thereof previously paid to Lender under the Exchange Registration Statement was declared effective or foregoing clauses (Bi), and/or (ii) if of this Section 2.9(a), as applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary and/or elsewhere under this Agreement. (b) In furtherance of the Issue Date foregoing, Borrower expressly acknowledges and agrees that (other than after such time as all Notes i) Lender shall have been disposed no obligation to accept any prepayment of thereunder)the Loan unless and until Borrower shall have complied with this Section 2.9, and (ii) Lender shall have no obligation to release any Loan Document or Security Instrument upon payment of the Debt unless and until Lender shall have received the Additional Interest then due and payable. (c) Borrower expressly acknowledges and agrees that the Additional Interest shall accrue on constitute additional consideration for the principal amount Loan. (d) Notwithstanding anything herein or in any other Loan Document to the contrary, if and to the extent that either Ladder or DBNY shall fund a fixed rate mortgage loan for the purpose of refinancing all of the Notes so affected at a rate of 0.50% per annum for Properties, then the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing due to such refinancing Lender in respect of that portion of the Loan originally financed by an additional 0.50% per annum at such Lender hereunder shall be reduced to one-quarter of one percent (0.25%) and the beginning remaining portion of each subsequent 90-day periodthe Additional Interest in respect of that portion of the Loan originally financed by such Lender (i.e., one percent (1%)) shall be waived; provided, however, that the balance of Additional Interest rate on any affected Note may not exceed at any one time due hereunder to the non-refinancing Lender shall be due and payable, without reduction, in the aggregateaccordance with Section 2.9(a) hereof.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Offer Registration Statement nor is not filed with the Commission within 270 days after the Closing Date, (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to 365 days after the Closing Date (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 45 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, (iv) the Shelf Registration Statement has not been declared effective 150 days after any obligation to file the Shelf Registration Statement pursuant to this Agreement or (v) any Registration Statement required by this Agreement is filed with the SEC on and declared effective but shall thereafter cease to be effective or prior fail to the Filing Date or be usable for its intended purpose without being succeeded immediately by a post effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (Beach such event referred to in clauses (i) notwithstanding that the Company has consummated or will consummate an Exchange Offerthrough (v), a “Registration Default”), the Company is required to file a Shelf Registration Issuers and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on Guarantors hereby agree the day after (x) interest rate borne by the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 1.00% per annum. Following the Exchange cure of all Registration Statement nor a Shelf Registration Statement is declared effective Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. Notwithstanding anything to the contrary herein, the increased interest rate described in this Section 5 is the sole and exclusive remedy available to Holders due to a Registration Default, so long as the Issuers and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. (a) The Company and If, in accordance with the Initial Purchasers agree that the Holders terms of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordinglythis Agreement, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing Datedate specified for such effectiveness in this Agreement, then commencing on the day after (xiii) the Filing Date, in Exchange Offer has not been Consummated within 315 days after the case of clause (A) above, Closing Date or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or period (ii) if (A) neither such increases, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the Exchange relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Statement nor a Shelf Registration Statement is declared effective Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest rate on any affected Note may payable shall not exceed increase because more than one Registration Default has occurred and is pending at any one given time in and (ii) a Holder of Transfer Restricted Securities that has not provided the aggregateinformation required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Company fails and the Guarantor fail to fulfill its perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): event that (i) if (A) neither the Exchange Registration Statement nor the Shelf applicable Registration Statement is not filed with the SEC Commission on or prior to the Filing Date or date specified herein for such filing, (Bii) notwithstanding that the Company applicable Registration Statement has consummated or will consummate an Exchange Offer, not been declared effective by the Company is required to file a Shelf Registration and such Shelf Registration is not filed Commission on or prior to the Shelf Filing Datedate specified herein for such effectiveness after such obligation arises, then commencing on (iii) if the day after (x) Registered Exchange Offer is required to be Consummated hereunder, the Filing Date, Registered Exchange Offer has not been Consummated by the Company within the time period set forth in the last sentence of Section 2(a) hereof, (iv) prior to the end of the Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of clause (A) abovethe Act, or (yv) the Prospectus forming a part of a Registration Statement ceases to be useable in connection with resales of the Transfer Restricted Notes covered by such Registration Statement prior to the end of the Exchange Offer Registration Period or the Shelf Filing DateRegistration Period (whether or not as a result of the initiation of a suspension period pursuant to Section 3(d) hereof) (each such event referred to in clauses (i) through (v), a “Registration Default”), then additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue with respect to the first 90-day period immediately following the occurrence of such Registration Default in the case of clause (B) above, Additional Interest shall accrue on the an amount equal to 0.25% per annum per $1,000 principal amount of the such Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall will increase by an additional 0.500.25% per annum at the beginning per $1,000 principal amount of such Notes for each subsequent 90-day period; orperiod until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease with respect to that Registration Default. (iib) if The Company shall notify the Trustee and paying agent under the Indenture (Aor the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) neither immediately upon the Exchange happening of each and every Registration Statement nor a Shelf Registration Statement is declared effective Default. The Company shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the SEC Indenture (or (Bsuch other indenture) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing record holders entitled to receive the interest payment to be made on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, such date. Each obligation to pay Additional Interest shall be deemed to accrue on from and include the principal amount date of the Notes so affected at a rate applicable Registration Default to, but excluding, the relevant interest payment date. (c) All of 0.50% per annum for the first 90 days immediately following (x) Company’s and the Effectiveness Date, Guarantors’ obligations set forth in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, this Section 4 which are outstanding with such Additional Interest rate increasing by an additional 0.50% per annum respect to any Transfer Restricted Note at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and time such Shelf Registration Note ceases to be covered by an effective at any time prior to the second anniversary of the Issue Date (other than after Registration Statement shall survive until such time as all Notes such obligations with respect to such Transfer Restricted Note have been disposed satisfied in full (notwithstanding termination of thereunderthis Agreement), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate.

Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):Issuers agree that if: (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement Offer is filed with the SEC not consummated on or prior to the Filing Date or (B) notwithstanding 210th day following the Issue Date, or, if that the Company has consummated or will consummate an Exchange Offerday is not a Business Day, the Company next day that is a Business Day; or (ii) the Shelf Registration is required to file a be filed but is not declared effective within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter ceases to be effective or usable (unless the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof), (each such event referred to in clauses (i) and such Shelf Registration is not filed on or prior to the Shelf Filing Date(ii) a "REGISTRATION DEFAULT"), then commencing on the day after (x) the Filing Date, additional interest in the case form of clause additional cash interest (A"ADDITIONAL INTEREST") above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall will accrue on the principal amount of the Registrable Notes so affected at required to be registered on a Shelf Registration. The rate of 0.50Additional Interest will be 0.25% per annum for the first 90 days 90-day period immediately following,(xfollowing the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registra- tion Default shall occur to, but excluding, the earlier of (1) the Filing Datedate on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. 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 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (E.G., such Holder has not elected to include information with respect to itself in such Shelf Registration) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each February 15 and August 15 (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 with respect to Notes that are Registrable Notes. The amount of Additional Interest for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional 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), 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 comprised of twelve 30-day months and, in the case of clause (A) abovea partial month, or (y) the Shelf Filing Date, in the case actual number of clause (B) abovedays elapsed), and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning denominator of each subsequent 90-day period; or (ii) if (A) neither which is 360. The Initial Purchasers and the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Holders acknowledge and such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, agree that the Additional Interest rate on provided by this Section 4 of this Agreement shall be the exclusive monetary remedy available to Holders for any affected Note may not exceed at any one time in the aggregateRegistration Default.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails Subject to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly4, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither any of the Exchange Registration Statement nor Statements required by the Shelf Registration Statement Rights Agreements is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in the Registration Rights Agreements, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in the Registration Rights Agreements (the “Effectiveness Target Date”), then commencing on (iii) the Exchange Offer has not been Consummated within the 40th day after (x) the Filing Date, in Effectiveness Target Date with respect to the case of clause (A) above, Exchange Offer Registration Statement or (yiv) any Registration Statement required by the Shelf Filing DateRegistration Rights Agreements 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), in a “Registration Default”), the case of clause (B) above, Company hereby agrees that the interest rate borne by the Additional Interest Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and but in no event shall such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50increase exceed 1.00% per annum for (collectively, the first 90 days immediately following (x) “Additional Notes Additional Interest” and together with the Effectiveness DateInitial Notes Additional Interest, in the case “Additional Interest”). Following the cure of clause (A) aboveall Registration Defaults relating to any particular Additional Transfer Restricted Securities, or (y) the Shelf Effectiveness Date, in interest rate borne by the case of clause (B) above, with relevant Additional Transfer Restricted Securities will be reduced to the original interest rate borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Additional Interest rate on any affected Note may not exceed at any one time Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Additional Transfer Restricted Security at the time such security ceases to be an Additional Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Company fails or the Note Guarantors fail to fulfill its perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Company agrees and the Note Guarantors within the time period set forth in Section 2(a) hereof, (iv) prior to paythe end of the Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as liquidated damagesthe case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Company and the Note Guarantors shall have initiated a suspension period pursuant to Section 2(d) or 3(d) (each such event referred to in clauses (i) through (v), a "Registration Default"), then additional interest on with respect to the Transfer Restricted Notes ("Additional Interest") under the circumstances and will accrue with respect to the extent set forth below (without duplication): (i) if (A) neither first 90-day period immediately following the Exchange occurrence of such Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior Default in an amount equal 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the 0.5% per annum per $1,000 principal amount of the such Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall will increase by an additional 0.500.5% per annum at the beginning per $1,000 principal amount of such Notes for each subsequent 90-day period; or (ii) if (A) neither period until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the Exchange cure of a Registration Statement nor a Shelf Default, the accrual of Additional Interest with respect to such Registration Statement is declared effective by Default will cease and upon the SEC or (B) notwithstanding that cure of all Registration Defaults the Company has consummated or accrual of all Additional Interest will consummate cease. Notwithstanding anything to the Exchange Offercontrary in this Section 4(a), the Company is and the Note Guarantors shall not be required to file pay Additional Interest to a Shelf Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b). (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Company and the Note Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Note Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such Shelf Registration is not declared effective other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the SEC on Indenture (or prior such other indenture) to the Shelf Effectiveness Date, then, commencing record holders entitled to receive the interest payment to be made on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, such date. Each obligation to pay Additional Interest shall be deemed to accrue on from and include the principal amount date of the Notes so affected at a rate of 0.50% per annum for applicable Registration Default to, but excluding, the first 90 days immediately following relevant interest payment date. (xc) The parties hereto agree that the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by an additional 0.50% per annum holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Company's and the Note Guarantors' obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Note at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and time such Shelf Registration Note ceases to be covered by an effective at any time prior to the second anniversary of the Issue Date (other than after Registration Statement shall survive until such time as all Notes such obligations with respect to such Note have been disposed satisfied in full (notwithstanding termination of thereunderthis Agreement), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate.

Additional Interest. (a) The Company If any of the Securities are not Freely Tradable Securities by the Exchange Date and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): either (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company Offer has consummated or will consummate an Exchange Offernot been Consummated, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a any Shelf Registration Statement is Statement, if required hereby, has not been declared effective by the SEC Commission or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange any Registration Statement was declared effective or (B) if applicable, a Shelf Registration required by this Agreement has been declared effective and such Shelf Registration but ceases to be effective at any time prior at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company and the Guarantors, jointly and severally, agree to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the second anniversary first 90-day period immediately following the occurrence of the Issue Date (other than after such time as all Notes have been disposed Registration Default. The amount of thereunder), then Additional Interest shall accrue on the increase by an additional $0.05 per week per $1,000 principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases Transfer Restricted Securities with respect to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and the Subsidiary Guarantors in the same manner as interest is paid under the Notes. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time borne by the relevant Transfer Restricted Securities shall again increase pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), then commencing on the day after (xiii) the Filing Date, Exchange Offer has not been Consummated on or prior to the date specified for such consummation in this Agreement with respect to the case of clause (A) above, Exchange Offer Registration Statement or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) aboveany Registration Default, and after such Additional Interest 90-day period, if such Registration Default has not yet been cured, the interest rate borne by the Transfer Restricted Securities shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 with respect to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each next subsequent 90-day period; provided, however, that in no event shall any increase exceed an aggregate of 0.50% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest rate on any affected Note may payable shall not exceed at any increase because more than one time Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interst 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 aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Company fails or the Guarantors fail to fulfill its perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): event that (i) if (A) neither the Exchange Registration Statement nor the Shelf applicable Registration Statement is not filed with the SEC Commission on or prior to the Filing Date or date specified herein for such filing, (Bii) notwithstanding that the Company applicable Registration Statement has consummated or will consummate an Exchange Offer, not been declared effective by the Company is required to file a Shelf Registration and such Shelf Registration is not filed Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Company and the Guarantors within the time period set forth in Section 2(a) hereof, (iv) prior to the end of the Exchange Offer Registration Period or the Shelf Filing DateRegistration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act or (v) the Company and the Guarantors shall have suspended the use of the Prospectus in excess of the time periods permitted under Section 2(d) or 3(d) (each such event referred to in clauses (i) through (v), a “Registration Default”), then commencing on additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue with respect to the first 90-day after (x) period immediately following the Filing Date, occurrence of such Registration Default in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the an amount equal to 0.5% per annum per $1,000 principal amount of the such Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall will increase by an additional 0.500.5% per annum at the beginning per $1,000 principal amount of such Notes for each subsequent 90-day period; or (ii) if (A) neither period until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the Exchange cure of a Registration Statement nor a Shelf Default, the accrual of Additional Interest with respect to such Registration Statement is declared effective by Default will cease and upon the SEC or (B) notwithstanding that cure of all Registration Defaults the Company has consummated or accrual of all Additional Interest will consummate cease and the Exchange Offerinterest rate on the Notes shall thereafter be the coupon rate. Notwithstanding anything to the contrary in this Section 4(a), the Company is and the Guarantors shall not be required to file pay Additional Interest to a Shelf Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such Shelf Registration is not declared effective other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the SEC on Indenture (or prior such other indenture) to the Shelf Effectiveness Date, then, commencing record holders entitled to receive the interest payment to be made on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, such date. Each obligation to pay Additional Interest shall be deemed to accrue on from and include the principal amount date of the Notes so affected at a rate of 0.50% per annum for applicable Registration Default to, but excluding, the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orrelevant interest payment date. (iiic) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, The parties hereto agree that the Additional Interest rate on provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Transfer Restricted Notes by reason of the happening of any affected Registration Default and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All Additional Interest which has accrued pursuant to this Section 4 and which is outstanding with respect to any Transfer Restricted Note may not exceed at any one time shall remain outstanding until paid in full (notwithstanding termination of this Agreement, Consummation of the aggregateRegistered Exchange Offer or cessation of effectiveness of the Shelf Registration Period).

Additional Interest. (a) The Company and In the Initial Purchasers agree event that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the ------------------- Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been filed with the SEC on or prior to the Filing Date or 30th calendar day after the Closing Time, (Bii) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Offer Registration and such Shelf Registration Statement is not filed declared effective on or prior to the Shelf Filing Date, then commencing on the 90th calendar day after the Closing Time, (xiii) the Filing DateExchange Offer is not consummated on or prior to the 130th calendar day after the Closing Time, in (iv) if a Shelf Registration Event shall have occurred and if the case of clause (A) above, Shelf Registration Statement is not declared effective on or prior to the 130th calendar after the Closing Time or (yv) the Exchange Offer Registration Statement or the Shelf Filing DateRegistration Statement is declared effective but thereafter ceases to be effective or usable during the period specified herein (each such event referred to in (i) through (v), in a "Registration Default"), the case interest -------------------- rate borne by the Securities or Exchange Notes which are Registrable Securities shall be increased (the "Additional ---------- Interest") by one-quarter of clause one percent (B0.25%) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum -------- for the first 90 days 90-day period immediately following,(x) after the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and first such Additional Interest Registration Default. The interest rate borne by such Registrable Securities shall increase by an additional 0.50% one-quarter of one percent (0.25%) per annum at the beginning of for each subsequent 90-day period; or , in each case, until all Registration Defaults have been cured (ii) if (A) neither provided that in the event the Company has abandoned the Exchange Registration Statement nor a Offer because of the circumstances described in Section 2(b)(i) or Section 2(b)(ii) hereof, then the effectiveness of the Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding shall be deemed a cure of such Registration Defaults); provided, that the Company has consummated or aggregate --------- increase in such interest rate pursuant to this Section 2(e) will consummate in no event exceed one percent (1.00%) per annum. Notwithstanding any of the Exchange Offerabove, the Company it is required understood that additional interest pursuant to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of Default under clause (Av) above, or (y) the Shelf Effectiveness Date, in the case of as such clause (Bv) aboverelates to an Exchange Offer Registration Statement, Additional Interest shall accrue on only be payable to a Participating Broker-Dealer that holds Registrable Securities subject to a prospectus delivery requirement; provided, that such a Registration Default may only be deemed to be occurring during the principal amount period following the 90th day after Closing Time until, subject to an extension of the Notes so affected at a rate relevant 180 day period pursuant to the last sentence of 0.50% per annum for Section 3 hereof, 180 days after the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms effectiveness of the Exchange Offer on or prior Registration Statement. Following the cure of all Registration Defaults, the interest rate borne by such Registrable Securities will be reduced to the 45th day original interest rate. The Company shall notify the Trustee within three Business Days after the each and every date on which the Exchange a Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Default occurs. Additional Interest shall accrue on be paid by depositing with the principal amount Trustee, in trust, for the benefit of the Notes so affected at a rate Holders of 0.50% per annum for Securities on or before the first 90 days commencing on (x) the 46th day after such effective applicable semiannual interest payment date, immediately available funds in the case of (A) above, or (y) the day such Shelf Registration ceases sums sufficient to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that pay the Additional Interest rate then due. The Additional Interest due shall be payable on any affected Note may not exceed at any one time each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the aggregateIndenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration Default.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), then commencing on the day after (xiii) the Filing DateExchange Offer has not been Consummated within 40 calendar days (or if such 40th calendar day is not a Business Day, in the case of clause (Anext succeeding Business Day) above, after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and but in no event shall such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50increase exceed 1.00% per annum for (any such interest, “Additional Interest”). Following the first 90 days immediately following (x) cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the Effectiveness Date, in interest rate borne by the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior relevant Transfer Restricted Securities will be reduced to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time in borne by the aggregaterelevant Transfer Restricted Securities shall again be increased pursuant to the foregoing

Additional Interest. (a) The Company In the event that any of the Securities are not Freely Tradable Securities on or before the Exchange Date and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor Offer, if required by this Agreement, has not been Consummated on or before the Exchange Date; (ii) any Shelf Registration Statement is Statement, if required hereby, has not been filed with the SEC on or Commission by the date that is 30 days following the Exchange Date, (iii) any Shelf Registration Statement, if required hereby, has not been declared effective prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required later to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after occur of (x) the Filing Date, in the case of clause (A) above, 60th day after such Shelf Registration Statement was required to be filed hereby or (y) the Shelf Filing Date, in date that is 432 days after the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, Closing Date or (yiv) the Shelf Filing Date, in the case of clause (B) above, 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 any Registration Statement nor a Shelf Registration Statement is declared effective required by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration this Agreement has been declared effective and such Shelf Registration but ceases to be effective at any time prior at which it is required to the second anniversary of the Issue Date be effective under this Agreement (other than after for as long as such time as all Notes have registration Statement has not been disposed of thereundersucceeded by a post-effective amendment to such Registration Statement that cures such failure and that is declared effective) (each such event referred to in clauses (i) through (iv), then Additional Interest a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50increase by 0.25% per annum for during the first 90 days commencing on (x) 90-day period immediately following the 46th day after such effective date, in the case occurrence of (A) above, or (y) the day such Shelf any Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing Default and shall increase by an additional 0.500.25% per annum at the beginning end of each the subsequent 90-day periodperiod (such increase “Additional Interest”), but in no event shall such increase exceed 0.50% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate due to the Additional Interest cure of a Registration Default, a different Registration Default relating to such Transfer Restricted Securities occurs, the interest rate on any affected Note may not exceed at any one time in borne by the aggregaterelevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if any Registration Statements required by this Agreement has not been declared effective by the Commission (Aor become automatically effective) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior to the Filing Date date specified for such effectiveness in this Agreement or (Bii) notwithstanding any Registration Statement required by this Agreement is declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose in breach of the terms of this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that the Company has consummated cures such failure and that is itself immediately declared or will consummate an Exchange Offerautomatically becomes effective (each such event referred to in clauses (i) and (ii), a “Registration Default”), the Company is required to file a Shelf Registration hereby agrees that the interest rate borne by the Second Lien Notes and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on dividend rate borne by the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest Preferred Shares shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-90 day period; or , but in no event shall such increase exceed 0.75% per annum (ii) if (A) neither any such increase in interest rate or dividend rate, “Additional Interest”). Following the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after earliest of (x) the Effectiveness Date, in the case cure of clause (A) above, or all Registration Defaults relating to any particular Registrable Securities and (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases affected Registrable Securities cease to be effective at any time prior Registrable Securities, the interest rate borne by the Second Lien Notes and the dividend rate borne by the Preferred Shares will, to the second anniversary extent increased hereunder, be reduced to the original interest rate borne by the Second Lien Notes and the Preferred Shares, respectively, and the accrual of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on will cease with respect to the principal amount of Second Lien Notes and the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodPreferred Shares; provided, however, that if, after any such reduction in interest rate, a different Registration Default occurs, the interest or dividend rate, as the case may be, borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. All accrued Additional Interest rate will be paid by the Company on any affected Note may not exceed at any one time each interest payment date to the applicable Holders in the aggregatesame manner as interest is paid, with respect to the Second Lien Notes and the applicable dividend date, with respect to the Preferred Shares. Notwithstanding the foregoing, the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending. All obligations of the Company set forth in this Section 9.17 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable 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 Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), then commencing on the day after (xiii) the Filing DateExchange Offer has not been Consummated within 40 calendar days (or if such 40th calendar day is not a Business Day, in the case of clause (Anext succeeding Business Day) above, after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period, but in no event shall such increase exceed 1.0% per annum (any such interest, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the in terest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; or (ii) provided, however, that, if (A) neither after any such reduction in interest rate, a different Registration Default occurs, the Exchange Registration Statement nor a interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Transfer Restricted Security is then registered with the Commission under an effective Shelf Registration Statement is declared effective by pursuant to and in accordance with the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offerprovisions with this Agreement, 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, no Additional Interest shall accrue on the principal amount such Transfer Restricted Security. All obligations of the Notes so affected at a rate of 0.50% per annum for Company and the first 90 days immediately following (x) the Effectiveness Date, Guarantors set forth in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, preceding paragraph that are outstanding with such Additional Interest rate increasing by an additional 0.50% per annum respect to any Transfer Restricted Security at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and time such Shelf Registration security ceases to be effective at any time prior to the second anniversary of the Issue Date (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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, satisfied in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregatefull.

Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company Issuers fails to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):Issuers agree that if: (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement Offer is filed with the SEC not consummated on or prior to the Filing Date or (B) notwithstanding 180th day following the Issue Date, or, if that the Company has consummated or will consummate an Exchange Offerday is not a Business Day, the Company next day that is a Business Day; or (ii) the Shelf Registration is required to file a be filed but is not declared effective within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter ceases to be effective or usable (unless the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof), (each such event referred to in clauses (i) and such Shelf (ii) a “Registration is not filed on or prior to the Shelf Filing DateDefault”), then commencing on the day after (x) the Filing Date, additional interest in the case form of clause additional cash interest (A“Additional Interest”) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall will accrue on the principal amount of the Notes so affected at a Registrable Notes. The rate of 0.50Additional Interest will be 0.25% per annum for the first 90 days 90-day period immediately following,(xfollowing the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the Filing date on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. 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 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g., 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. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each a “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 with respect to Notes that are Registrable Notes. The amount of Additional Interest for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional 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), 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 comprised of twelve 30-day months and, in the case of clause (A) abovea partial month, or (y) the Shelf Filing Date, in the case actual number of clause (B) abovedays elapsed), and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning denominator of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement which is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate360.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Company or the Guarantors fails to fulfill its perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Company agrees and the Guarantors within the time period set forth in Section 2(a) hereof, (iv) prior to paythe end of the Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as liquidated damagesthe case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Company and the Guarantors shall have initiated a suspension period beyond the periods set forth in Section 2(d) or 3(d) (each such event referred to in clauses (i) through (v), a "Registration Default"), then additional interest on with respect to the Transfer Restricted Notes ("Additional Interest") under the circumstances and will accrue with respect to the extent set forth below (without duplication): (i) if (A) neither first 90-day period immediately following the Exchange occurrence of such Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior Default in an amount equal 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the 0.5 % per annum per $1,000 principal amount of the such Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall will increase by an additional 0.500.5% per annum at the beginning per $1,000 principal amount of such Notes for each subsequent 90-day period; or (ii) if (A) neither period until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the Exchange cure of a Registration Statement nor a Shelf Default, the accrual of Additional Interest with respect to such Registration Statement is declared effective by Default will cease and upon the SEC or (B) notwithstanding that cure of all Registration Defaults the Company has consummated or accrual of all Additional Interest will consummate cease. Notwithstanding anything to the Exchange Offercontrary in this Section 4(a), the Company is and the Guarantors shall not be required to file pay Additional Interest to a Shelf Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Company shall notify the Trustee and paying agent under the Indenture immediately upon the happening of each and every Registration Default. The Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such Shelf Registration is not declared effective other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the SEC on Indenture (or prior such other indenture) to the Shelf Effectiveness Date, then, commencing record holders entitled to receive the interest payment to be made on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, such date. Each obligation to pay Additional Interest shall be deemed to accrue on from and include the principal amount date of the Notes so affected at a rate of 0.50% per annum for applicable Registration Default to, but excluding, the first 90 days immediately following relevant interest payment date. (xc) The parties hereto agree that the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by an additional 0.50% per annum Holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Company's and the Guarantors's obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Note at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and time such Shelf Registration Note ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after a Transfer Restricted Note shall survive until such time as all Notes such obligations with respect to such Note have been disposed satisfied in full (notwithstanding termination of thereunderthis Agreement), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails and the Guarantors fail to fulfill its their obligations under Section 2 3 or Section 3 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Transfer Restricted Securities ("“Additional Interest"”) under if, as of the circumstances and to the extent set forth below (without duplication): applicable time limits provided for in this Agreement, (i) if (A) neither the Exchange Registration Statement nor the Offer has not been Consummated or (ii) any Shelf Registration Statement is filed with Statement, if required hereby, has not been declared effective (or has not automatically become effective) by the SEC on or prior Commission (each such event referred to the Filing Date or in clauses (Bi) notwithstanding that the Company has consummated or will consummate an Exchange Offerand (ii), the Company is required to file a Shelf “Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Default”). The Additional Interest shall accrue after such Registration Default on the principal amount of the Notes so affected Transfer Restricted Securities at a rate of 0.500.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in 400th day after the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Closing Date and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or , in each case for the period of the Registration Default, but in no event shall such increase hereunder or under any other Registration Rights Agreement (iias defined in the Indenture) exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities (for the avoidance of doubt, a Registration Default may be cured if (A) neither the Exchange Registration Statement nor Offer is Consummated or a required Shelf Registration Statement is declared effective (or has automatically become effective), as applicable, after the required deadline under this Agreement), the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, (ii) a Holder of Transfer Restricted Securities shall not be entitled to Additional Interest with respect to a Registration Default pursuant to clause (ii) of the preceding paragraph, unless it is entitled to the benefits of such Shelf Registration Statement pursuant to Section 4(a) and has complied with its obligations pursuant to Section 4(b), within the time limits provided for therein and (iii) no Additional Interest shall be payable to the extent any Transfer Restricted Securities are receiving such additional interest payable pursuant to another Registration Rights Agreement (as defined in the Indenture), except to the extent the Additional Interest rate on any affected Note may not exceed at any one time payable hereunder exceeds such amount. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), then commencing on the day after (xiii) the Filing Date, in Exchange Offer has not been Consummated within 30 Business Days after the case of clause (A) above, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing DateCompany hereby agrees, regardless of any Blackout Period then in effect pursuant to Section 4(c) hereof, that the case of clause (B) above, Additional Interest interest rate borne by the Initial Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or , but in no event shall such increase exceed 1.00% per annum (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding it being understood that the Company has consummated or will consummate and the Exchange Offer, the Company is Guarantors shall in no event be required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with pay such Additional Interest for more than one Registration Default at any given time). Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as “Additional Interest”. Following the cure of all Registration Defaults relating to any particular Initial Securities, the interest rate increasing borne by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior relevant Initial Securities will be reduced to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodInitial Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. All Additional Interest rate on any affected Note may not exceed at any one time accrued pursuant to this Section 5 shall be paid to the Record Holders entitled thereto, in the aggregatemanner provided for the payment of interest in the Indenture, on each Additional Interest Payment Date, as provided for in the Indenture and the Notes. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if any of the Registration Statements required by this Agreement has not been declared effective by the Commission (Aor become automatically effective) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior to the Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (Biii) notwithstanding 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 Registration Statement that the Company has consummated cures such failure and that is itself immediately declared or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after automatically becomes effective (x) the Filing Date, except in the case of clause a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (Aeach such event referred to in clauses (i) abovethrough (iii), or (y) a “Registration Default”), the Shelf Filing Date, in Company hereby agrees that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 1.00% per annum. Following the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after earliest of (x) the Effectiveness Datecure of all Registration Defaults relating to any particular Transfer Restricted Securities, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration Transfer Restricted Security ceases to be effective at any time prior a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act and (z) the date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the second anniversary of the Issue Date (other than after original interest rate borne by such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer 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 rate on any affected Note may payable shall not exceed at any increase because more than one time Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. Any Additional Interest payable will be payable in the aggregatesame form of payment elected by the Company for the payment of interest with respect to the applicable interest period. All obligations of the Company and the Guarantors set forth in the first paragraph of this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (Aan Exchange Offer Registration Statement is required pursuant to Section 3(a) neither and the Exchange Registration Statement nor Offer is not Consummated within 45 days after the Effectiveness Target Date; or (ii) following the Effectiveness Target Date, a Shelf Registration Statement is filed with the SEC on or prior required pursuant to the Filing Date or (BSection 4(a)(x) 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 Statement (x) is not filed on or prior to the applicable Shelf Filing DateDeadline, then commencing (y) does not become effective on or prior to the 90th day after (x) the Shelf Filing Date, in the case of clause (A) aboveDeadline, or (yz) is filed and becomes effective but thereafter ceases to be effective or the corresponding Prospectus fails to be usable for its intended purpose at any time during the Shelf Filing DateRegistration Period, and such failure to remain effective or usable exists for more than 45 days consecutive days and up to 120 days in the aggregate, in each case in any 12-month period (each such event referred to in the case of clause foregoing clauses (Bi) aboveor (ii) a “Registration Default”), Additional Interest the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 1.00% per annum. Notwithstanding the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by foregoing, immediately following the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after earliest of (x) the Effectiveness Date, in the case cure of clause (A) above, or all Registration Defaults relating to any particular Transfer Restricted Securities and (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which there are no outstanding Transfer Restricted Securities, the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to interest rate borne by the relevant Transfer Restricted Securities will be effective at any time prior reduced to the second anniversary of the Issue Date (other than after original interest rate borne by such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest rate on any affected Note may payable shall not exceed at any increase because more than one time Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and Subject to the extent set forth below (without duplication): Issuers’ ability to declare Suspension Periods with respect to clause 4(d) above, if (i) if (A) neither the Exchange Offer has not been Consummated within 405 days after the Closing Date with respect to the Exchange Offer Registration Statement nor or (ii) if a Shelf Registration Statement is required to be filed by this Agreement and such Shelf Registration Statement is not declared effective within 120 days following the date on which the obligation to file the Shelf Registration Statement arises, or (iii) any Shelf Registration Statement required by this Agreement is filed with and declared effective, and during the SEC on or prior period the Issuers are required to use their commercially reasonably efforts to cause the Filing Date Shelf Registration Statement to remain effective (1) the Issuers shall have suspended and be continuing to suspend the availability of the Shelf Registration Statement for more than 60 days in the aggregate in any consecutive twelve month period, or (B2) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a such Shelf Registration Statement ceases to be effective and such Shelf Registration Statement is not replaced within 90 days by a Shelf Registration Statement that is filed on or prior and declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”); the Shelf Filing Date, then commencing on Issuers hereby agree that the day after interest rate borne by the Transfer Restricted Securities shall be increased (x“Additional Interest”) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 0.50% per annum. Following the Exchange cure of all Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required Defaults relating to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) aboveany particular Transfer Restricted Securities, Additional Interest shall will cease to accrue on from the principal amount date of such cure and the Notes so affected at a interest rate of 0.50% per annum for borne by the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior relevant Transfer Restricted Securities will revert to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that the that, if after any such Additional Interest rate on any affected Note may ceases to accrue, a different Registration Default occurs, Additional Interest shall again commence accruing pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not exceed at any increase because more than one time Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Issuers set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees that if (i) the Exchange Offer Registration Statement (or the Shelf Registration Statement) is not filed with the Commission within 90 days after the Issue Date or, if that day is not a Business Day, the next day that is a Business Day, (ii) the Exchange Offer Registration Statement (or the Shelf Registration Statement) is not declared effective within 150 days after the Issue Date or, if that day is not a Business Day, the next day that is a Business Day, (iii) the Exchange Offer (or the Shelf Registration) is not consummated within 180 after the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) any registration statement required by this Registration Rights Agreement is filed and declared effective but thereafter ceases to paybe effective or usable, except if a Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof. (each such event referred to in clauses (i) through (iv) a "Registration Default"), liquidated damages, damages in the form of additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of affected Notes and the Notes so affected at a Exchange Notes, as applicable. The rate of 0.50Additional Interest will be 0.25% per annum for the first 90 days 90-day period immediately following,(xfollowing the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the Filing date on which all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. On the date on which all Registration Defaults then in effect have been cured, the interest rate on the Notes will revert to the interest rate originally borne by the Notes. 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 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within three (3) Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each date that interest on the notes is required to be paid on the Notes pursuant to the Indenture (each a "Damages 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 Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Damages 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 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 comprised of twelve 30-day months and, in the case of clause (A) abovea partial month, or (y) the Shelf Filing Date, in the case actual number of clause (B) abovedays elapsed), and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning denominator of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement which is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate360.

Additional Interest. (a) The Company and In the Initial Purchasers agree event that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Issuers and the Guarantors have not filed the Exchange Offer Registration Statement nor or the Shelf Registration Statement is filed with the SEC Commission on or prior to before the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company date on which such Registration Statement is required to file a Shelf Registration be so filed pursuant to Section 2(a) and such Shelf Registration is not filed on or prior to the Shelf Filing Date3(b), then commencing on the day after (x) the Filing Date, in the case of clause (A) aboverespectively, or (yii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or 3(b), respectively, or (iii) the Exchange Offer has not been consummated within 210 days after the date of issuance of the Securities, or (iv) the Exchange Offer Registration Statement or Shelf Filing DateRegistration Statement required by Section 2(a) or 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Commission under the Act (each such event referred to in clauses (i) through (iv) is referred to herein as a “Registration Default”), in then the case of clause (B) above, Additional Interest shall accrue interest rate on the principal amount New Securities will be increased, for the period from the occurrence of the Notes so affected Registration Default until such time as all Registration Defaults are cured (at a which time the interest rate will be reduced to its initial rate) by 0.25% per annum during the first 90-day period following the occurrence and during the continuation of 0.50the Registration Default, and by 0.25% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orperiod during which such Registration Default continues. The interest rate will not at any time be increased by greater than 1.00% per annum. (iib) if (A) neither Without limiting the Exchange Registration Statement nor a Shelf Registration Statement is declared effective remedies available to the Initial Purchasers and the Holders, the Issuers and the Guarantors acknowledge that any failure by the SEC Issuers or (Bthe Guarantors to comply with their obligations under Section 2(a) notwithstanding that the Company has consummated or will consummate the 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 3(b) hereof may result in material irreparable injury to the Shelf Effectiveness DateInitial Purchasers or the Holders for which there is no adequate remedy at law, then, commencing on the day after (x) the Effectiveness Datethat it will not be possible to measure damages for such injuries precisely and that, in the case event of clause (Aany such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantors’ obligations under Section 2(a) above, or (ySection 3(b) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregatehereof.

Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Company Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (without duplicationeach of which shall be given independent (and not cumulative) effect): (i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement is has been filed with the SEC on or prior to (I) the Filing Date, in the case of the Exchange Registration Statement or (II) the later of the Filing Date or the 45th day after delivery of the Shelf Notice in the case of the Initial Shelf Registration, as the case may be, or (B) notwithstanding that the Company has Issuers have consummated or will consummate an Exchange Offer, the Company is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Filing DateNotice, then then, in the case of subclause (A), commencing (x) on the day after (x) the Filing Date, in the case of clause (A) aboveI), or (y) on the later of the day after the Filing Date or the 46th day after delivery of the Shelf Filing Date, Notice in the case of clause II, as the case may be, or in the case of subclause (B) above), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes so affected stated interest at a rate of 0.50% per annum for the first 90 days immediately following,(x) following the Filing DateDate or such 45th day, in as the case of clause (A) abovemay be, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or; (ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration Statement is declared effective by on or prior to the SEC Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 90th day following the date such Shelf Effectiveness DateRegistration was filed, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above), or (y) commencing on the Shelf day after the Effectiveness Date, or, in the case of clause (B) above), commencing on the 91st day following the date such Shelf Registration was filed, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes so affected stated interest at a rate of 0.50% per annum for the first 90 days immediately following (x) the day after the applicable Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; orand (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day 225 days after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder)Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes so affected stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) the 46th 226th day after such effective date, date in the case of (A) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided; (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), however(2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, that as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable 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"). 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 Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) 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 Notes 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 any affected Note may not exceed at any one time in the aggregatebasis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the Effectiveness Target Date or (B) notwithstanding that in the Company has consummated or will consummate an case of the Exchange OfferOffer Registration Statement, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, Effectiveness Target Date in the case of clause the Shelf Registration Statement, (Aiii) above, the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Issuers hereby agree that the case of clause (B) above, Additional Interest interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and but in no event shall such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50increase exceed 1.00% per annum for (any such increase “Additional Interest”), provided, that the first 90 days immediately following (x) Issuers and the Effectiveness Date, Guarantors shall in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such no event be required to pay Additional Interest for more than one Registration Default at any time. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate increasing borne by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior relevant Transfer Restricted Securities will be reduced to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. All amounts of Additional Interest rate accrued pursuant to this Section 5 will be paid by the Issuers in arrears in cash semiannually on any affected Note may not exceed at any one time the applicable Additional Interest Payment Dates to the Holders of record specified in the aggregateIndenture and in accordance with the procedures for interest payment specified in the Indenture, commencing with the first such Additional Interest Payment Date occurring after any Additional Interest commences to accrue.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC Offer has not been Consummated on or prior to the Filing day that is 365 days after the Closing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer“Effectiveness Target Date”), the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration Statement covering resales of the Transfer Restricted Securities has not been filed or declared effective and such Shelf Registration ceases to be effective at any time prior to by the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective datedates set out in Section 4 provided that, in the case of (A) abovea Shelf Registration Statement required to be filed or declared effective pursuant to Section 4(a)(x)(b), such date shall be the day that is 365 days after the Closing Date, or (yiii) if applicable, after the day Shelf Registration Statement is filed and declared effective, such Shelf Registration Statement thereafter ceases to be effective or fails to be usable for its intended purpose (except as permitted in Section 5(b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the case light of the circumstances under which they were made not misleading, (B2) aboveit shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Shelf Registration Statement has expired before a replacement Shelf Registration Statement has become effective at any time during the Shelf Registration Period (each such Additional Interest event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate increasing borne by an additional 0.50the Transfer Restricted Securities shall be increased by 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 beginning end of each subsequent 90-day periodperiod in which the Registration Default is continuing, but in no event shall such increase exceed 1.00% per annum (such increased interest, the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. (b) A Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days (such period, the “Suspension Period”), Additional Interest rate on any affected Note may not exceed at any one time shall be payable in accordance with Section 5(a) from the aggregate61st day after such Registration Default occurs until such Registration Default is cured.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company Offer has consummated or will consummate an Exchange Offernot been Consummated, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a any Shelf Registration Statement is Statement, if required hereby, has not been declared effective by the SEC Commission or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange any Registration Statement was declared effective or (B) if applicable, a Shelf Registration required by this Agreement has been declared effective and such Shelf Registration but ceases to be effective at any time prior at which it is required to the second anniversary of the Issue Date be effective under this Agreement (other than after each such time as all Notes have been disposed of thereunderevent referred to in clauses (i) through (iii), then Additional Interest a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days commencing on (x) 90-day period immediately following the 46th day after such effective date, in the case occurrence of (A) above, or (y) the day such Shelf any Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing Default and shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day periodperiod (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that 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 rate on any affected Note may payable shall not exceed at any increase because more than one time Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement. All obligations of the Company set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC Offer has not been Consummated on or prior to the Filing Date or date specified for such consummation in this Agreement, (Bii) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a any Shelf Registration and such Shelf Registration is Statement, if required hereby, has not filed been declared effective by the Commission on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, date specified for such effectiveness in the case of clause (A) above, this Agreement or (yiii) any Registration Statement required by this Agreement has been declared effective but shall thereafter become unusuable (other than as a result of a Suspension Period) so that the Shelf Filing DateExchange Offer is not Consummated within the applicable time period, as applicable (each such event referred to in clauses (i) through (iii), a “Registration Default”), the case of clause (B) above, Additional Interest Stage II Issuer hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or period (ii) if (A) neither such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Following the Exchange cure of all Registration Statement nor a Shelf Registration Statement is declared effective Defaults relating to the particular Transfer Restricted Securities the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest rate on any affected Note may pursuant to this Section 5 shall not exceed at any increase because more than one time Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All accrued Additional Interest shall be payable to the Holders entitled thereto, in the aggregatemanner provided for the payment of interest in the Indenture, as more fully set forth in the Indenture and the Securities. All obligations of the Stage II Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive remedy available to Holders with respect to the events described in the first paragraph of this Section 5 or any other failure by the Stage II Issuer or any Guarantor to fulfill their obligations under Section 3, 4 or 6 hereof.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Offer Registration Statement nor or the Shelf Registration Statement is not filed with the SEC Commission on or prior to the Filing Date date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement, (Bii) notwithstanding that the Company has consummated Exchange Offer Registration Statement or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is Statement has not filed been declared effective by the Commission on or prior to the Shelf Filing Datedate specified for such effectiveness in Section 3(a) or Section 4(a), then commencing on respectively, of this Agreement (the day after "EFFECTIVENESS TARGET DATE"), (xiii) the Filing Date, in Exchange Offer has not been Consummated within 45 days after the case of clause (A) above, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (yiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the Shelf Filing Dateperiods required by this Agreement (each such event referred to in clauses (i) through (iv), in a "REGISTRATION DEFAULT"), the case Company hereby agrees to pay to each Holder of clause Transfer Restricted Securities additional interest (B"ADDITIONAL INTEREST") above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for (in addition to the stated interest on the Notes) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Additional Interest will accrue during the first 90 days 90-day period immediately following,(xfollowing the occurrence of any Registration Default in an amount equal to $.05 per week (or any part thereof) the Filing Date, in the case per $1,000 principal amount of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) aboveNotes constituting Transfer Restricted Securities, and such Additional Interest rate shall increase by an additional 0.50% $.05 per annum at the beginning week (or any part thereof) per $1,000 principal amount of Notes constituting Transfer Restricted Securities for each subsequent 90-day period; or , but in no event shall such amount exceed $.30 per week (iior any part thereof) if (A) neither the Exchange per $1,000 principal amount of Notes constituting Transfer Restricted Securities. The Company shall have no obligation to pay additional Additional Interest in respect of any subsequent Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that Default relating to any particular Transfer Restricted Securities so long as the Company has consummated or will consummate the Exchange Offer, the Company is required continues to file a Shelf accrue Additional Interest with respect to an earlier Registration and Default relating to such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, particular Transfer Restricted Securities. All accrued Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing be paid by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered on each Interest Payment Date in accordance with the terms provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. All obligations of the Exchange Offer on or prior Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and time such Shelf Registration security ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after a Transfer Restricted Security shall survive until such time as all Notes such obligations with respect to such Transfer Restricted Security shall have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, satisfied in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregatefull.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders If, with respect to a series of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. AccordinglyNotes, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), then commencing on (iii) unless the day Exchange Offers shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated (except with respect to Non-Eligible Notes) within 30 business days after (x) the Filing Date, in Effectiveness Target Date with respect to the case of clause (A) above, Exchange Offer Registration Statement or (yiv) 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 (except as a result of a Suspension Notice for a period not to exceed that permitted by Section 6(d) below) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Shelf Filing Date, in Company and the case Guarantors hereby agree that the interest rate borne by the Transfer Restricted Securities of clause (B) above, Additional Interest such series shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or , but in no event shall such increase exceed 1.00% per annum (ii) if “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities (A) neither the Exchange Registration Statement nor or at such time as any Note ceases to be a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) aboveTransfer Restricted Security), Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, payable with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior respect to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodrelevant Transfer Restricted Securities will cease; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full. All accrued Additional Interest rate on any affected Note may not exceed at any one time shall be paid to the record Holders entitled thereto, in the aggregatemanner provided for the payment of interest in the applicable Indenture, on each Interest Payment Date, as more fully set forth in the applicable Indenture and the Initial Notes. The obligation of the Company and the Guarantors to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive monetary remedy of the Initial Purchasers and the Holders for any such Registration Default.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC Offer has not been Consummated on or prior to the Filing Date or date specified for such consummation in this Agreement, (Bii) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a any Shelf Registration and such Shelf Registration is Statement, if required hereby, has not filed been declared effective by the Commission on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, date specified for such effectiveness in the case of clause (A) above, this Agreement or (yiii) any Registration Statement required by this Agreement has been declared effective but shall thereafter become unusuable (other than as a result of a Suspension Period) so that the Shelf Filing DateExchange Offer is not Consummated within the applicable time period, as applicable (each such event referred to in clauses (i) through (iii), a “Registration Default”), the case of clause (B) above, Additional Interest Issuer hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or period (ii) if (A) neither such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Following the Exchange cure of all Registration Statement nor a Shelf Registration Statement is declared effective Defaults relating to the particular Transfer Restricted Securities the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest rate on any affected Note may pursuant to this Section 5 shall not exceed at any increase because more than one time Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All accrued Additional Interest shall be payable to the Holders entitled thereto, in the aggregatemanner provided for the payment of interest in the Indenture, as more fully set forth in the Indenture and the Securities. All obligations of the Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive remedy available to Holders with respect to the events described in the first paragraph of this Section 5 or any other failure by the Issuer or any Guarantor to fulfill their obligations under Section 3, 4 or 6 hereof.

Additional Interest. (a) The Company In the event that any of the Securities are not Freely Tradable Securities on or before the Exchange Date and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor Offer, if required by this Agreement, has not been Consummated on or before the Exchange Date; (ii) any Shelf Registration Statement is Statement, if required hereby, has not been filed with the SEC on or Commission by the date that is 30 days following the Exchange Date, (iii) any Shelf Registration Statement, if required hereby, has not been declared effective prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required later to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after occur of (x) the Filing Date, in the case of clause (A) above, 90th day after such Shelf Registration Statement was required to be filed hereby or (y) the Shelf Filing Date, in date that is 456 days after the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, Closing Date or (yiv) the Shelf Filing Date, in the case of clause (B) above, 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 any Registration Statement nor a Shelf Registration Statement is declared effective required by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration this Agreement has been declared effective and such Shelf Registration but ceases to be effective at any time prior at which it is required to the second anniversary of the Issue Date be effective under this Agreement (other than after for as long as such time as all Notes have Registration Statement has not been disposed of thereundersucceeded by a post-effective amendment to such Registration Statement that cures such failure and that is declared effective) (each such event referred to in clauses (i) through (iv), then Additional Interest a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50increase by 0.25% per annum for during the first 90 days commencing on (x) 90-day period immediately following the 46th day after such effective date, in the case occurrence of (A) above, or (y) the day such Shelf any Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing Default and shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day periodperiod (such increase “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults or (ii) all Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the Transfer Restricted Securities will be reduced to the original interest rate borne by the Transfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate due to the cure of a Registration Default, a different Registration Default occurs, the interest rate borne by the Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. In no event shall the Company be required to pay Additional Interest rate on any affected Note may not exceed for more than one Registration Default at any one time in the aggregategiven time.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither any of the Exchange Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date specified for such filing in this Agreement, (Bii) notwithstanding that any of such Registration Statements has not been declared effective by 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 filed Commission on or prior to the Shelf Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), then commencing on the day after (xiii) the Filing Date, in Exchange Offer has not been Consummated within 30 Business Days after the case of clause (A) above, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (yiv) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), each Issuer hereby agrees that the Shelf Filing Date, in interest rate borne by the case of clause (B) above, Additional Interest Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 1.00% per annum. Following the Exchange cure of all Registration Statement nor a Shelf Registration Statement is declared effective Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of each Issuer set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding anything to the contrary herein, the increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders due to a Registration Default, so long as each Issuer is acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. (a) The Company If any of the Securities are not Freely Tradable Securities by the Exchange Date and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): either (i) if (A) neither required hereby, the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC Offer has not been Consummated 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a any Shelf Registration Statement is Statement, if required hereby, has not been declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective Commission by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, time provided in the case of clause (A) abovethis Agreement, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange any Registration Statement was declared effective or (B) if applicable, a Shelf Registration required by this Agreement has been declared effective and such Shelf Registration but ceases to be effective at any time prior at which it is required to the second anniversary of the Issue Date be effective under this Agreement (other than after each such time as all Notes have been disposed of thereunderevent referred to in clauses (i) through (iii), then Additional Interest a “Registration Default”), the Company hereby agrees that the interest rate borne by the affected Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of be increased by 0.50% per annum for during the first 90 days commencing on (x) 90-day period immediately following the 46th day after such effective date, in the case occurrence of (A) above, or (y) the day such Shelf any Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing Default and shall increase by an additional 0.50% per annum at the beginning end of each subsequent 90-day periodperiod during which such Registration Default continues (such increase, “Additional Interest”), but in no event shall the amount of Additional Interest on any Transfer Restricted Securities exceed 1.50% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions; and provided, further, however that notwithstanding anything in this Agreement to the Additional Interest rate on any affected Note contrary, a Registration Default under (i) or (ii) above shall be deemed cured (among other circumstances under which it may not exceed be cured) at any one such time as the requirement to Consummate the Exchange Offer or the requirement that a Shelf Registration Statement be declared effective, as applicable, terminates in a manner provided in this Agreement. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and In the Initial Purchasers agree event that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Issuers and the Guarantors have not filed the Exchange Offer Registration Statement nor or the Shelf Registration Statement is filed with the SEC Commission on or prior to before the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company date on which such Registration Statement is required to file a Shelf Registration be so filed pursuant to Section 2(a) and such Shelf Registration is not filed on or prior to the Shelf Filing Date3(b), then commencing on the day after (x) the Filing Date, in the case of clause (A) aboverespectively, or (yii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or 3(b), respectively, or (iii) the Exchange Offer has not been Consummated within 210 days after the date of issuance of the Securities, or (iv) the Exchange Offer Registration Statement or Shelf Filing DateRegistration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Commission under the Act (each such event referred to in clauses (i) through (iv) is referred to herein as a "Registration Default"), in then the case of clause (B) above, Additional Interest shall accrue interest rate on the principal amount New Securities will be increased, for the period from the occurrence of the Notes so affected Registration Default until such time as all Registration Defaults are cured (at a which time the interest rate will be reduced to its initial rate) by 0.25% per annum during the first 90-day period following the occurrence and during the continuation of 0.50the Registration Default, and by 0.25% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orperiod during which such Registration Default continues. The interest rate will not at any time be increased by greater than 1.00% per annum. (iib) if (A) neither Without limiting the Exchange Registration Statement nor a Shelf Registration Statement is declared effective remedies available to the Initial Purchaser and the Holders, the Issuers and the Guarantors acknowledge that any failure by the SEC Issuers or (Bthe Guarantors to comply with their obligations under Section 2(a) notwithstanding that the Company has consummated or will consummate the 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 Section 3(b) hereof may result in material irreparable injury to the Shelf Effectiveness DateInitial Purchasers or the Holders for which there is no adequate remedy at law, then, commencing on the day after (x) the Effectiveness Datethat it will not be possible to measure damages for such injuries precisely and that, in the case event of clause (A) aboveany such failure, the Initial Purchasers or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateHolder may

Additional Interest. If (ai) The the Exchange Offer has not been Consummated before 271 days after the Closing Date (or if the 270th day is not a Business Day, the next succeeding Business Day), (ii) the Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is 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 Guarantors are obligated to file a Shelf Registration Statement pursuant to Section 4 hereof and such the Shelf Registration Statement has not been declared effective by the Commission before 121 days after the Shelf Obligation Trigger Date (or if the 120th day is not filed on or prior to a Business Day, the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) abovenext succeeding Business Day), or (yiii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with the Shelf Filing Dateexchange or resale of Transfer Restricted Securities for the period specified in Section 3 or 4 of this Agreement, as applicable, without being succeeded reasonably promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the case of clause (B) above, Additional Interest Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and but in no event shall such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50increases exceed 1.00% per annum for the first 90 days immediately following (x) the Effectiveness Dateany such increase or, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf the aggregate amount of such increases in interest rate, “Additional Interest”). Following the cure of all Registration has been declared effective and such Shelf Registration ceases Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be effective at any time prior reduced to the second anniversary of the Issue Date (other than after original interest rate borne by such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest rate on any affected Note may payable shall not exceed at any increase because more than one time Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement Statements required by this Agreement is not filed with the SEC Commission on or prior to the Filing Date or date that is 270 days following the Closing Date, (Bii) 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 Statement has not been filed with the Commission on or prior to the Shelf Filing DateDeadline, then commencing on the day after (xiii) the Filing Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the date that is 330 days following the Closing Date (the “Effectiveness Target Date”), (iv) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified in the case of clause (A) above, or (y) of Section 4(a) hereof, (v) the Shelf Filing DateExchange Offer has not been Consummated on or prior to the date that is 360 days following the Closing Date or (vi) 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 Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (vi), in a “Registration Default”), the case of clause (B) above, Additional Interest Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither , but in no event shall such increase exceed 1.00% per annum. Following the Exchange cure of all Registration Statement nor a Shelf Registration Statement is declared effective Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the SEC or (B) notwithstanding that the Company has consummated or relevant Transfer Restricted Securities will consummate the 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 be reduced to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a original interest rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Issuers and the Guarantors have not exchanged the Exchange Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes Securities for all Notes Transfer Restricted Securities validly tendered in accordance with the terms of the Exchange Offer or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 45th 270th day after the date on which the Exchange Registration Statement was declared effective Closing Date or (Bii) if applicable, a the Shelf Registration Statement covering resales of the Transfer Restricted Securities has not been declared effective and by the Commission or such Shelf Registration Statement ceases to be effective at any time prior during the Shelf Registration Period without being succeeded immediately by a post-effective amendment to the second anniversary of the Issue Date such Shelf Registration Statement filed and declared effective (other than after as a result of a notice given in accordance with Section 6(d) below for the Shelf Suspension Period) (each such time as all Notes have been disposed of thereunderevent referred to in clauses (i) through (ii), then Additional Interest a “Registration Default”), the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum (such increase, “Additional Interest”) commencing on (x) the 46th 270th day after such effective datethe Closing Date, in the case of clause (Ai) above, or (y) the day such Shelf Registration ceases Statement cease to be effective effective, in the case of clause (Bii) above. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Any amounts of Additional Interest accrued pursuant to this Section 5 will be paid in arrears in cash semiannually on the Additional Interest rate on any affected Note may not exceed at any one time Payment Dates applicable to the Holders of record specified in the aggregateIndenture, commencing with the first such Additional Interest Payment Date occurring after any Additional Interest commences to accrue.

Additional Interest. (a) The Company and If any Registration Default shall occur, the Initial Purchasers Issuers hereby agree that the Holders of Registrable Notes will suffer damages if interest rate borne by the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not Transfer Restricted Securities shall be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or, but in no event shall such increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as “Additional Interest.” (b) Registration Defaults shall be cured on the date that (i) the Initial Securities are freely tradeable (by Persons other than Affiliates of the Company) pursuant to Rule 144 under the Securities Act and the restrictive legend on the Initial Securities has been removed (other than with respect to Persons that are Affiliates of the Company), (ii) if (A) neither the Exchange Offer has been Consummated (provided that this clause (ii) shall not cure a Registration Default if a Shelf Registration Statement nor is required to be filed pursuant to clause (i), (iii) or (iv) of the first paragraph of Section 4(a)) or (iii) a Shelf Registration Statement is declared (or automatically becomes) effective by under the SEC or (B) notwithstanding that Securities Act. Following the Company has consummated or will consummate the Exchange Offer, the Company is required cure of all Registration Defaults relating to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, any particular Transfer Restricted Securities in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) aboveaccordance with this Section 5(b), Additional Interest shall will cease to accrue and the interest rate on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior Transfer Restricted Securities will revert to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodoriginal rate; provided, however, that that, if after the date such Additional Interest rate ceases to accrue, another Registration Default occurs, Additional Interest will again commence accruing on any affected Note may the relevant Transfer Restricted Securities pursuant to the foregoing provisions. The Issuers shall not exceed be required to pay Additional Interest for more than one Registration Default at any one time given time. (c) All Additional Interest accrued pursuant to this Section 5 shall be paid in the aggregatemanner provided for in the Indenture. All obligations of the Issuers and the Guarantors set forth in Section 5(a) that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is has not been filed with the SEC on or prior to the Filing Date (or has been filed without including all outstanding Transfer Restricted Existing 2017 Securities), (Bii) notwithstanding that the Company Exchange Offer has consummated not been Consummated on or will consummate an prior to the Exchange OfferDate (or has been Consummated without exchanging all tendered Transfer Restricted Existing 2017 Securities), the Company is required to file a (iii) any Shelf Registration and such Shelf Registration is Statement, if required hereby, has not filed been declared effective by the Commission on or prior to the Shelf Filing Date, then commencing on the day after Deadline (x) the Filing Date, or has not included all Transfer Restricted Existing 2017 Notes that made a request to be included in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Shelf Registration Statement is declared effective by the SEC Statement) or (Biv) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange any Registration Statement was declared effective or (B) if applicable, a Shelf Registration required by this Agreement has been declared effective and such Shelf Registration but ceases to be effective at any time prior at which it is required to the second anniversary of the Issue Date be effective under this Agreement (other than after each such time as all Notes have been disposed of thereunderevent referred to in clauses (i) through (iv), then Additional Interest a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days commencing on (x) 90-day period immediately following the 46th day after such effective date, in the case occurrence of (A) above, or (y) the day such Shelf any Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing Default and shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day periodperiod (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities and the Transfer Restricted Existing 2017 Securities or (ii) all Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities have become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the Additional Interest interest rate on any affected Note may not exceed at any one time borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such Security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers parties hereto agree that the Holders of Registrable Notes Transfer Restricted Securities will suffer damages if the Company fails and the Guarantors fail to fulfill its their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, if (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 60 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days after the Issue Date or the Shelf Registration Statement is not declared effective within 60 days after the Shelf Filing Date or (iii) the Exchange Offer is not consummated on or prior to 220 days after the Issue Date (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company agrees and the Guarantors will be jointly and severally obligated to pay, as liquidated damages, pay additional interest on the Notes ("Additional Interest") under to each Holder of Transfer Restricted Securities, during the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange period of one or more such Registration Statement nor the Shelf Registration Statement is 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 and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing DateDefaults, in the case an amount equal to one-half of clause one percent (A0.50%) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for upon the first 90 days immediately following,(x) the Filing Dateoccurrence of each Registration Default, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest which rate shall will increase by an additional one half of one percent (0.50% per annum %) at the beginning of each subsequent succeeding 90-day period; or period (iior portion thereof) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior continues to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and accrue under any such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodcircumstance; provided, however, that the maximum aggregate increase in the interest rate will in no event exceed one and one-half percent (1.5%) per annum; provided further, that no Additional Interest shall be payable if the Exchange Offer Registration Statement is not filed or declared effective or the Exchange Offer is not consummated on account of the reasons set forth in clause (i) of the first paragraph of Section 2 (it being understood, however, that in any such case the Company and the Guarantors shall be obligated to file a Shelf Registration Statement and additional interest shall be payable if the Shelf Registration Statement is not declared effective in accordance with clause (ii) of this paragraph (a)); provided further, that no Additional Interest shall be payable if the Shelf Registration Statement is not declared effective as set forth above because of a request under clause (iii) of Section 2); and provided further, that Additional Interest shall only be payable in case the Shelf Registration Statement is not declared effective as aforesaid. Immediately following the cure of a Registration Default, the accrual of Additional Interest with respect to that particular Registration Default will cease. Immediately following the cure of all Registration Defaults or the date on which the Exchange Securities are saleable pursuant to Rule 144(k) under the 1933 Act or any successor provision, the accrual of Additional Interest will cease and the interest rate on will revert to the original rate. (b) If the Shelf Registration Statement is declared effective but becomes unusable by the Holders of Registrable Securities covered by such Shelf Registration Statement ("Shelf Registrable Securities") for any affected Note may reason, and the aggregate number of days in any consecutive 365 day period for which the Shelf Registration Statement shall not exceed at any one time be usable exceeds 30 days in the aggregate, then the interest rate borne by the Shelf Registrable Securities will be increased by 0.50% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 31st such day that such Shelf Registration

Additional Interest. The Company shall pay Additional Interest, if any, on the Securities as required by the Registration Rights Agreement and as provided in the Securities and this Indenture. The Company shall promptly make all payments of Additional Interest in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture. Additional Interest, if any, shall be considered paid on the applicable date due if either (a) by 11:00 a.m., Eastern Standard time, on such date the Paying Agent holds, in accordance with this Indenture, cash sufficient to pay all such amounts then due or (b) on such date, any Holder to whom Additional Interest is owed has received a check in an amount sufficient to pay all such amounts then due. The Company shall, to the fullest extent permitted by law, pay interest on overdue Additional Interest, if any, at the rate borne by the Securities per annum. Payment of Additional Interest, if any, on the Securities shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails private debts. Subject to fulfill its obligations under Section 2 or 4.1 and Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly5.1, the Company agrees to payshall pay Additional Interest, as liquidated damagesif any, additional interest quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, or if any such day is not a Business Day, on the Notes next succeeding Business Day ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate each, an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, “Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(xPayment Date”) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and solely to Holders to whom such Additional Interest rate shall increase by an additional 0.50% per annum is owed pursuant to the Registration Rights Agreement. Payment of Additional Interest, if any, will be made, at the beginning of each subsequent 90-day period; or Company’s option, either (iia) if by check mailed to the Holders at their addresses set forth on the Election and Notice (Aas defined in the Registration Rights Agreement) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that delivered to the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms provisions of the Exchange Offer Registration Rights Agreement or (b) pursuant to the applicable procedures of DTC. Any such Additional Interest, if any, not so punctually paid or duly provided for shall forthwith cease to be payable to such Holder on or such Additional Interest Payment Date and may be paid (a) by check mailed to Holders entitled to receive Additional Interest to their addresses set forth in the Election and Questionnaire, (b) to the Person in whose name the Securities are registered at the close of business on a special record date for the payment of such defaulted Additional Interest, if any, to be fixed by the Trustee, notice whereof to be given to such Holders not less than 10 days prior to such special record date or (c) at any time in any other lawful manner not inconsistent with the 45th day after requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange. If Additional Interest is payable by the Company pursuant to the Registration Rights Agreement, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum is payable. Unless and until a Responsible Officer of the Trustee receives at the beginning of each subsequent 90-day period; providedCorporate Trust Office such a certificate, however, the Trustee may assume without inquiry that the no such Additional Interest rate on any affected Note may not exceed at any one time in the aggregateis payable.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement is filed with the SEC Offer has not been Consummated on or prior to the Filing Date or Target Registration Date, (Bii) 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 Statement, if required pursuant to Section 4(a)(i) hereof, has not filed become effective on or prior to the Shelf Filing Target Registration Date, then commencing on (iii) if the day after Company receives a Shelf Request pursuant to Section 4(a)(ii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (xa) the Filing Date, in the case Target Registration Date and (b) 90 days after delivery of clause (A) above, such Shelf Request or (yiv) the Shelf Filing DateRegistration Statement, if 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 and such failure to remain effective or usable exists for more than 120 days (whether or not consecutive) in any 12-month period (each such event referred to in clauses (i) through (iv), a “Registration Default”), the case of clause (B) above, Additional Interest Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in the case occurrence of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, any Registration Default and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and but in no event shall such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of increase exceed 0.50% per annum for (any such additional interest payable pursuant to this Section 5 is hereinafter referred to as “Additional Interest”). Following the first 90 days immediately following (x) cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the Effectiveness Date, in interest rate borne by the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior relevant Transfer Restricted Securities will be reduced to the 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer 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. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. In no event shall Additional Interest rate on any affected Note may not exceed at any one time accrue after the Shelf Effectiveness Period. Additional Interest pursuant to this Section 5 shall be the sole remedy available to Holders in connection with a Registration Default. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): If (i) if (A) neither by the Exchange Registration Statement nor Date the Shelf Registration Statement is filed with Exchange Offer has not been Consummated, (ii) by 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 and such Shelf Registration is not filed on or prior to requisite time after the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, 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 Registration Statement nor a Deadline any Shelf Registration Statement is Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the SEC Commission or (B) notwithstanding that the Company has consummated or will consummate the 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 Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange any Registration Statement was declared effective or (B) if applicable, a Shelf Registration required by this Agreement has been declared effective and such Shelf Registration (or automatically becomes effective) but ceases to be effective at any time prior at which it is required to the second anniversary of the Issue Date be effective under this Agreement for more than 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement Suspension Period (other than after each such time as all Notes have been disposed of thereunderevent referred to in clauses (i) through (iii), then Additional Interest a “Registration Default”), the Company hereby agrees that the interest rate borne by the Initial Securities shall accrue on be increased by 0.25% per annum during the principal amount 90-day period immediately following the occurrence of the Notes so affected at a rate of 0.50any Registration Default and shall increase by 0.25% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period, in each case for the period of occurrence of the Registration Default (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (A) the cure of all Registration Defaults relating to the particular Initial Securities (or, in the case of a failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) or (B) the second anniversary of the Closing Date (plus additional time equal to any period when Additional Interest is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day period referred to in clause (iii) above), Additional Interest will cease to accrue and the interest rate on the Initial Securities will revert to the original rate; provided, however, that that, if after any reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. In no event will Additional Interest rate on any affected Note may not exceed accrue under more than one of the foregoing clauses (i), (ii) and (iii) at any one time time. For the avoidance of doubt, no Additional Interest will accrue on the Securities under the Old RRA. All obligations of the Company and the Guarantors set forth in the aggregatepreceding paragraph that are outstanding with respect to any Initial Security at the time such security ceases to be a Initial 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 Company and In the Initial Purchasers agree event that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Company has not filed the Exchange Offer Registration Statement nor or the Shelf Registration Statement is filed with the SEC Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or Section 3(b), respectively, or (iii) the Registered Exchange Offer has not been consummated on or prior to the Filing Date or (Bdate for completion specified in Sections 2(a) 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 filed on or prior to the Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above2(c)(ii), or (yiv) the Exchange Offer Registration Statement or Shelf Filing DateRegistration Statement required by Section 2(a) or Section 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective or usable (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Commission under the Act (each such event referred to in clauses (i) through (iv) is referred to herein as a “Registration Default”), then the Company shall pay additional interest (“Additional Interest”) on the affected Securities or New Securities that will accrue and be payable semiannually on such Securities or New Securities (in addition to the case stated interest on such Securities or New Securities) from and including the date such Registration Default occurs to, but excluding, the date on which all Registration Defaults are cured (at which time the interest rate will be reduced to its initial rate). During the time that Additional Interest is accruing, the rate of clause (B) above, Additional Interest shall accrue on be 0.25% per annum during the principal amount of the Notes so affected at a rate of 0.50first 90-day period, and will increase by 0.25% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodperiod during which any such Registration Default continues; or (ii) if (A) neither provided, however, the Exchange rate of Additional Interest shall not exceed 1.00% per annum in the aggregate regardless of the number of Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding Defaults and that the Company has consummated or will consummate shall not be required to pay Additional Interest with respect to more than one Registration Default at a time. In addition, a Holder shall not be entitled to receive any Additional Interest on its Securities if such Holder was, at the time of the consummation of the Registered Exchange Offer, the Company is required eligible to file a Shelf Registration and participate therein but failed to tender such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum Securities for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered exchange in accordance with the terms of the Registered Exchange Offer. Additional Interest shall not accrue if the Company has filed the Exchange Offer Registration Statement with the Commission on or prior to the 45th day after before the date on which the Exchange such Registration Statement was is required to be so filed pursuant to Section 2(a) but is unable to complete the Registered Exchange Offer because of a change in applicable law and the Company then proceeds to file the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be filed pursuant to Section 3(b) and the Shelf Registration Statement is declared by the Commission under the Act on or before the date which such Registration Statement is required to be declared effective or (B) if applicableunder the Act pursuant to Section 3(b). If, after the cure of all Registration Defaults then in effect, there is a Shelf subsequent Registration has been declared effective and Default, the rate of Additional Interest that shall initially be in effect upon the occurrence of such Shelf subsequent Registration ceases to Default shall be effective at any time prior to 0.25% per annum during the second anniversary first 90-day period following the occurrence of such Registration Default, regardless of the Issue Date (other than after rate of Additional Interest in effect at the time of any prior Registration Default at the time of the cure of any such time as all Notes have been disposed of thereunder), then prior Registration Default. All Additional Interest shall accrue be calculated on the principal amount basis of a 360-day year consisting of twelve 30-day months and shall be payable on the Notes so affected same semiannual dates as other interest is payable on the Securities. The Company shall not be required to pay Additional Interest for more than one Registration Default at a rate of 0.50% per annum time. (b) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 3(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for the first 90 days commencing on (x) the 46th day after which there is no adequate remedy at law, that it will not be possible to measure damages for such effective dateinjuries precisely and that, in the case event of (Aany such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a) above, or (yand Section 3(b) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregatehereof.

Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and Subject to the extent set forth below (without duplication): Section 6(c)(i), if (i) if (A) neither the Exchange Registration Statement nor the any of such Shelf Registration Statement is filed with has not been declared effective by the SEC Commission on or prior to the Filing date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated within 365 days after the Closing Date with respect to the Exchange Offer Registration Statement or (Biii) notwithstanding 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 Registration Statement that the Company has consummated or will consummate an Exchange Offercures such failure and that is itself declared effective) for a period in excess of 30 days (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to hereby agrees that the Shelf Filing Date, then commencing on interest rate borne by the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest Transfer Restricted Securities shall accrue on the principal amount of the Notes so affected at a rate of 0.50be increased by 0.25% per annum for during the first 90 days 90-day period immediately following,(x) following the Filing Date, in occurrence of any Registration Default (provided that the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest rate on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time) and shall increase by an additional 0.500.25% per annum at the beginning end of each subsequent 90-day period; or period during which such Registration Default continues (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offerany such increase, 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 Shelf Effectiveness Date“Additional Interest”), then, commencing on the day after (x) the Effectiveness Date, but in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest no event shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest rate increasing by an additional 0.50exceed 1.00% per annum at annum. Following the beginning cure of each subsequent 90-day period; or (iii) if (A) all Registration Defaults relating to any particular Transfer Restricted Securities, the Company has 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 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and original interest rate borne by such Shelf Registration ceases to be effective at any time prior to the 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 so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodTransfer 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. A Registration Default referred to in this Section 5 shall be deemed not to have occurred and be continuing in relation to any Registration Statement required by this Agreement or the related Prospectus if such Registration Default has occurred solely as a result of (i) the exercise of a Suspension Right by the Company pursuant to Section 6(c)(i) hereof, (ii) actions taken by the Commission that are arbitrary, capricious or not otherwise in accordance with law. No Registration Default referred to in this Section 5 shall be deemed to have occurred as to a Holder if such Holder fails to comply with its obligations under this Agreement or provide all information required pursuant to Section 4(b) herein. All obligations of the Company and the Guarantors set forth in the penultimate preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. The Additional Interest rate on any affected Note may not exceed at any one time set forth in this Section 5 shall be the aggregateexclusive remedy available to Holders for each Registration Default.

Additional Interest. In the event that either, (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Offer Registration Statement is not filed with the SEC on or prior to the Filing Date 120th calendar day following the Closing 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 Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof; (b) the Exchange Offer Registration Statement has not been declared effective by the SEC under the 1933 Act on or prior to the Shelf Filing 180th calendar day following the Closing Date, then commencing or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 180th day after such filing obligation arises, (xc) the Filing Exchange Offer is not consummated within 221 days following the Closing Date, (d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the case resale of clause the Notes covered by such Shelf Registration Statement, or (Ae) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, or a “Registration Default”), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (y0.25%) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for with respect to the first 90 days 90-day period (or portion thereof) while a Registration Default is continuing immediately following,(x) following the Filing Dateoccurrence of such Registration Default, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such Additional Interest which rate shall will increase by an additional 0.50% one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period; or period (iior portion thereof) if while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (A1.00%) neither per annum (the “Additional Interest”). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (c) of this Section that relates to the Exchange Offer Registration Statement nor a or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC SEC, or (B) notwithstanding that earlier upon the Company has consummated or will consummate cure of the Exchange Offer, Registration Default described therein. If the Company is required to file a Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and such the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration is Statement shall not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, be usable exceeds 30 days in the case aggregate, then the interest rate borne by such Holders’ Notes will be increased by one-quarter of clause one percent (A0.25%) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following 90-day period (xor portion thereof) beginning on the Effectiveness Date31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be usable, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such Additional Interest which rate increasing shall be increased by an additional 0.50% one-quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period; or period (iiior portion thereof) if in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate on such Holder’s Notes will in no event exceed one percent (A1.00%) per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the Company has not exchanged Exchange interest rate borne by the Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior will be reduced to the 45th original interest rate if no other Registration Default shall be continuing at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three business days after the each and every date on which the Exchange Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases an event occurs in respect of which Additional Interest is required to be effective at any time prior paid (an “Event Date”). Any Additional Interest due shall be payable on each interest payment date to the second anniversary Holder of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) from and including the day such Shelf Registration ceases to be effective in following the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregateapplicable Event Date.