Common use of Registration Defaults Clause in Contracts

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which best efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iiic) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Liquidated Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 300 days of the Closing Date, then Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 300th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Liquidated Damages shall cease to accrue. (b) The Company Issuers and the Guarantors shall notify the Trustee in writing within one Business Day after each and every date on which an event occurs in respect of which Registration Default Liquidated Damages are required to be paid and within one Business Day after such Registration Default Liquidated Damages cease to accrue. Any amounts of Registration Default Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Liquidated Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Liquidated Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers Issuer and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 210 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers Issuer and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers Issuer and the Guarantors are required or requested pursuant to Section 3(a) to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 90th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities (but only with respect to Registrable Securities held by those Holders who have provided any required notice pursuant to clauses (iii) or (iv) of Section 3(a)) at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the earlier of the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) or the second anniversary of the Closing Date and (3) the earlier of effectiveness of the Shelf Registration Statement which had ceased to remain effective or the second anniversary of the Closing Date (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers Issuer and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum on during the principal amount of such Registrable Securities for the first 90 days from and including 90-day period immediately following such specified date and increasing shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum; or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which reasonable best efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum of during the principal amount of such Registrable Securities for the first 90 days from and including 90-day period immediately following such specified date and increasing shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum; or (iiic) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum of during the principal amount of 90-day period immediately following such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum on during the principal amount of such Registrable Securities for the first 90 days from and including 90-day period immediately following such specified date and increasing shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum; or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which reasonable best efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum of during the principal amount of such Registrable Securities for the first 90 days from and including 90-day period immediately following such specified date and increasing shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum; or (iiic) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum of during the principal amount of 90-day period immediately following such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.annum;

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completedcompleted within 300 days of the Closing Date, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 effective within 270 days of the Closing Datedate the filing obligation arises with respect to such Shelf Registration Statement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (32) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, consummated within 360 days after the Closing Date nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 effective within 450 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Transfer Restricted Securities at a rate of 0.25% per annum on the principal amount of such Registrable Transfer Restricted Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Transfer Restricted Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii4(k)(i) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of such Registrable Transfer Restricted Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Transfer Restricted Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (32) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 270 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 270th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”"LIQUIDATED DAMAGES") to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 270 days of the Closing Date, then Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have has consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 270th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Liquidated Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee in writing within one Business Day after each and every date on which an event occurs in respect of which Registration Default Liquidated Damages are required to be paid and within one Business Day after such Registration Default Liquidated Damages cease to accrue. Any amounts of Registration Default Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will that accrues prior to October 1, 2009 shall be added to the accreted value of each note, and all additional amounts that accrue thereafter shall be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Liquidated Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Liquidated Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities the applicable Security in respect of the Securities applicable Security as follows: (ia) if any Registration Statement required by this Agreement is not filed or designated with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (ab) neither if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (xc) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (d) if the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 has not been consummated within 240 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing will increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing or designation of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. (b) The Issuers and . Notwithstanding any provision herein to the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which contrary, Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts shall not accrue on any Security that is no longer a Registrable Security, nor shall the amount of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason increase because more than one of the failure of (icircumstances described in Section 8(a)-(d) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreementhas occurred and is pending.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 375 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount Accreted Value of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount Accreted Value of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 375th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of on the principal amount Accreted Value of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of on the principal amount Accreted Value of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of on the principal amount Accreted Value of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of on the principal amount Accreted Value of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.;

Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers and the Guarantors shall pay liquidated damages additional interest (the “Registration Default DamagesAdditional Interest”) to the Holders of Securities in respect of the Securities as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing such rate shall in-crease by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum; or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then Registration Default Damages commencing on the day after such specified date, Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing such rate shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum; or (iiic) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the specified date on which and such Shelf Registration Statement ceases to be effective and increasing rate shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages Additional Interest shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which . A Registration Default Damages are referred to in Section 8 hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or, if required to be paid and within one Business Day kept effective after consummation of the Exchange Offer, the Exchange Offer Registration Statement or the related prospectus if (i) such Registration Default Damages cease has occurred solely as a result of (x) the filing of a post-effective amendment to accrue. Any amounts of such Registration Default Damages due pursuant Statement to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture incorporate annual audited financial information with respect to the record holder entitled to receive the interest payment Company where such post-effective amendment is not yet effective and needs to be made on declared effective to permit Holders to use the related prospectus or (y) any other material events with respect to the Issuers that would need to be described in such dateRegistration Statement or the related prospectus and (ii) in the case of clause (y), commencing with the first Issuers are proceeding promptly and in good faith to amend or supplement such date occurring after Registration Statement and related prospectus to describe such events or otherwise cause such Registration Statement and related prospectus to again be usable; provided, however, that if any such Registration Default Damages commences to accrue. (c) The parties hereto agree that occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the liquidated damages in above paragraph from the form of day such Registration Default Damages occurs until such Registration Default is cured; provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement further, however, that will be suffered by Holders of Securities by reason no Issuer may avail itself of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required relief provided by this Agreementsentence for more than 90 days in any 365-day period.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, consummated within 720 days after the Closing Date nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 effective within 810 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Transfer Restricted Securities at a rate of 0.25% per annum on the principal amount of such Registrable Transfer Restricted Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Transfer Restricted Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii4(k)(i) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of such Registrable Transfer Restricted Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Transfer Restricted Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (32) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) a. if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum on the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or; (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, b. if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, c. if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing by an additional 0.25..50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may clause (c) will not exceed 1.0% per annum apply during any suspension of the principal amount of such Registrable Securities; Registration Statement pursuant to Section 3(b)(ii)(x) or (y), provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers accrue and the Guarantors interest rate shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture revert to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrueoriginal rate. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers Obligors shall pay, jointly and the Guarantors shall pay severally, liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.250.50% per annum at thereafter; (c) if the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may Registered Exchange Offer is not exceed 1.0% per annum consummated within 210 days of the principal amount of such Registrable Securities; ordate hereof; (iiid) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Co-Issuers and the Guarantors shall pay liquidated damages (the “Registration Default DamagesAdditional Interest”) to the Holders of Securities Notes in respect of the Securities Notes as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages Additional Interest shall accrue on the Registrable Securities Notes at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, up to a maximum of 1.00% in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securitiesfor all Registration Defaults; or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which best efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then Registration Default Damages commencing on the day after such specified date, Additional Interest shall accrue on the Registrable Securities Notes at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, up to a maximum of 1.00% in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securitiesfor all Registration Defaults; or (iiic) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages Additional Interest shall accrue on the Registrable Securities Notes at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the specified date on which such Shelf Registration Statement ceases to be effective and increasing shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, up to a maximum of 1.00% in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securitiesfor all Registration Defaults; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages Additional Interest shall cease to accrue. (b) The Issuers . Notwithstanding any provision herein to the contrary, Additional Interest shall not accrue on any Security that is no longer a Registrable Security and the Guarantors amount of Additional Interest shall notify the Trustee within not increase because more than one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid has occurred and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrueis pending. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Obligors shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities Transfer Restricted Notes at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days 90-day period from and including such specified date and increasing date. The Registration Default Damages shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period thereafter; provided that Registration Default Damages until the default set forth in the aggregate under this Section 8 may not exceed 8(a) shall have been cured, up to a maximum of 1.0% per annum of the principal amount of such Registrable Securitiesannum; or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities Transfer Restricted Notes at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days 90-day period from and including such specified date and increasing date. The Registration Default Damages shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period thereafter; provided that until the default set forth in this Section 8(b) shall have been cured, up to a maximum of 1.0% per annum; (c) if on or prior to the 215th day following the Closing Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Transfer Restricted Notes at a rate of 0.25% per annum for the first 90-day period from and including such specified date. The Registration Default Damages shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the default set forth in the aggregate under this Section 8 may not exceed 8(c) shall have been cured, up to a maximum of 1.0% per annum of the principal amount of such Registrable Securitiesannum; or (iiid) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities Transfer Restricted Notes at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days 90-day period from and including such 31st day or 61st day, as applicable, following the date on which such Shelf specified date. The Registration Statement ceases to be effective and increasing Default Damages shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period thereafter; provided that Registration Default Damages until the default set forth in the aggregate under this Section 8 may not exceed 8(d) shall have been cured, up to a maximum of 1.0% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing of the Exchange Offer Registration Statement (in the case of paragraph (iSection 8(a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph Section 8(b) above), (ii3) upon the consummation of the Registered Exchange Offer or the Shelf Registration Statement is declared effective, in each case following the 215th day after the Closing Date (in the case of Section 8(c) above) and or (34) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiSection 8(d) above), Registration Default Damages shall cease to accrue. (b) The Issuers and ; provided, further, the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Obligors will not pay Registration Default Damages are required with respect to be paid more than one default set forth in Section 8(a), (b), (c) or (d), and, provided, further, to the extent the Obligors have reasonably requested Selling Stockholder Information from a Holder of Securities or New Securities in connection with the preparation and submission of a Shelf Registration Statement and such Holder has not provided the Obligors such Selling Stockholder Information within one Business Day a reasonable time after receiving the Obligors' request, such Holder shall have no right to seek Registration Default Damages cease to accrue. Any amounts that may accrue as a result of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason default of the failure of (i) the Registered Exchange Offer Obligors relating to be completed; or (ii) the such Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers Company and the Guarantors shall pay liquidated damages additional interest (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days 90-day period from and including such specified date and increasing shall increase by an additional 0.25% per annum at the beginning of for each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0, up to a maximum amount of 1.00% per annum of the principal amount of such Registrable Securitiesannum; or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days 90-day period from and including such specified date and increasing shall increase by an additional 0.25% per annum at the beginning of for each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0, up to a maximum amount of 1.00% per annum of the principal amount of such Registrable Securitiesannum; or (iiic) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days 90-day period from and including such 31st day or 61st day, as applicable, following the specified date on which such Shelf Registration Statement ceases to be effective and increasing shall increase by an additional 0.25% per annum at the beginning of for each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0, up to a maximum amount of 1.00% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers Issuer and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 210 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-90- day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers Issuer and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers Issuer and the Guarantors are required or requested pursuant to Section 3(a) to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 90th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities (but only with respect to Registrable Securities held by those Holders who have provided any required notice pursuant to clauses (iii) or (iv) of Section 3(a)) at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the earlier of the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) or the second anniversary of the Closing Date and (3) the earlier of effectiveness of the Shelf Registration Statement which had ceased to remain effective or the second anniversary of the Closing Date (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers Issuer and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities from and including such date at a rate of .50% per annum until the date that is one year from the Closing Date and at a rate of 1.00% per annum thereafter; or (ab) neither if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then Registration Default Damages shall accrue on the Registrable Securities from and including such date at a rate of .50% per annum until the date that is one year from the Closing Date, and at a rate of 1.00% per annum thereafter; or (xc) if the Registered Exchange Offer is completed, nor (y) if required, not consummated on or prior to the Shelf Registration Statement date that is declared effective, within, in each case, 360 240 days of the Closing Date, then Registration Default Damages shall accrue from and including such date on the Registrable Securities at a rate of 0.250.50% per annum on until the principal amount date that is one year from the Closing Date and at a rate of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.251.00% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iid) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue from and including such date on which the Registration Statement ceases to be effective on the Registrable Securities at a rate of 0.25.50% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following until the date on which such Shelf Registration Statement ceases to be effective that is one year from the Closing Date and increasing by an additional 0.25at a rate of 1.00% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) upon the completion filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the consummation of the Registered Exchange Offer (in the case of paragraph (ic) above), or (24) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiid) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events (each a “Registration Default”) shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (ia) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission in each case, 360 days of the Closing Dateaccordance with this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing (which rate will be increased by an additional 0.25% per annum at the beginning of for each subsequent 90-day period thereafter; provided that such Registration Default Damages continue to accrue; provided, that the rate at which such Registration Default Damages accrue may in the aggregate under this Section 8 may not no event exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum); or (iib) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which reasonable best efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing (which rate will be increased by an additional 0.25% per annum at the beginning of for each subsequent 90-day period thereafter; provided that such Registration Default Damages continue to accrue; provided, that the rate at which such Registration Default Damages accrue may in the aggregate under this Section 8 may not no event exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum); or (iiic) subject if any Registered Exchange Offer is not consummated on or prior to the last sentence 30th Business Day after any Registration Statement is declared effective, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of Section 4(k)(ii0.25% per annum for the first 90 days from and including such specified date (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Registration Default Damages continue to accrue; provided, that the rate at which such Registration Default Damages accrue may in no event exceed 1.00% per annum); or (d) above, if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Agreement, without being succeeded immediately by an additional Registration Statement is requiredfiled and declared effective, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing (which rate will be increased by an additional 0.25% per annum at the beginning of for each subsequent 90-day period thereafter; provided that such Registration Default Damages continue to accrue; provided, that the rate at which such Registration Default Damages accrue may in the aggregate under this Section 8 may not no event exceed 1.01.00% per annum of the principal amount of such Registrable Securitiesannum); provided, however, that upon (1) upon the completion filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the consummation of the Registered Exchange Offer (in the case of paragraph (ic) above), ) or (24) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiid) above), Registration Default Damages shall cease to accrue. (b) . The Issuers and the Guarantors Company shall notify the Trustee within in no event be required to pay additional interest for more than one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrueat any given time. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each the same original interest payment date specified by dates as interest on the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders Securities is payable. Any Holder of Securities by reason of the failure of (i) who cannot or does not participate in the Registered Exchange Offer or that is not entitled to the benefits of the Shelf Registration Statement shall not be completed; entitled to receive Registration Default Damages that arise from Registrations Defaults relating solely to the Registered Exchange Offer or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreementrespectively.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities the applicable Security in respect of the Securities applicable Security as follows: (ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (ab) neither if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period; but in no event shall such rate exceed 1.00% per annum; or (xc) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (d) if the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 has not been consummated within 240 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing will increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. (b) The Issuers and . Notwithstanding any provision herein to the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which contrary, Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts shall not accrue on any Security that is no longer a Registrable Security, nor shall the amount of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason increase because more than one of the failure of (icircumstances described in Section 8(a)-(d) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreementhas occurred and is pending.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of the Securities in respect of the Securities as follows: (i) a. if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the applicable Registrable Securities at a rate of 0.25.25% per annum on the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or; (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, b. if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the applicable Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, c. if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the applicable Registrable Securities at a rate of 0.25..25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; , provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers accrue and the Guarantors interest rate shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture revert to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrueoriginal rate. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Issuer shall pay liquidated damages (the “Registration Default Damages”"LIQUIDATED DAMAGES") to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 270 days of the Closing Date, then Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have Issuer has consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 270th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Liquidated Damages shall cease to accrue. (b) The Issuers and the Guarantors Issuer shall notify the Trustee in writing within one Business Day after each and every date on which an event occurs in respect of which Registration Default Liquidated Damages are required to be paid and within one Business Day after such Registration Default Liquidated Damages cease to accrue. Any amounts of Registration Default Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Liquidated Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Liquidated Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers Issuer and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities the applicable Security in respect of the Securities applicable Security as follows: (ia) if any Registration Statement (aother than the Market Making Registration Statement) neither required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (xb) if any Registration Statement (other than the Market Making Registration Statement) required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (c) if any Registration Statement (other than the Market Making Registration Statement) required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (d) if the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 has not been consummated within 240 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing will increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period thereafter; provided that Registration Default Damages period, but in the aggregate under this Section 8 may not no event shall such rate exceed 1.01.00% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. (b) The Issuers and . Notwithstanding any provision herein to the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which contrary, Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts shall not accrue on any Security that is no longer a Registrable Security, nor shall the amount of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason increase because more than one of the failure of (icircumstances described in Section 9(a)-(d) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreementhas occurred and is pending.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) a. if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum on the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or; (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, b. if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, c. if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; , provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers accrue and the Guarantors interest rate shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture revert to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrueoriginal rate. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (ia) if any Registration Statement required by this Agreement is not filed (aor designated as so, in the case of a previously filed registration statement designated as a Shelf Registration Statement) neither with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 120 days from and including such specified date and will increase by .25% per annum at the end of such 120-day period, provided that the maximum aggregate increase in interest rate will in no event exceed .50% per annum; or (xb) if any Registration Statement required by this Agreement is not declared effective (or designated as so, in the case of a previously filed registration statement that is effective at the time it is designated as a Shelf Registration Statement) by the Commission on or prior to the date by which commercially reasonable efforts are to be used to cause such effectiveness under this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 120 days from and including such specified date and will increase by .25% per annum at the end of such 120-day period, provided that the maximum aggregate increase in interest rate will in no event exceed .50% per annum; or (c) if any Registration Statement required by this Agreement has been declared effective (or, in the case of a previously filed registration statement that is effective at the time it is designated as a Shelf Registration Statement, has been so designated) but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 120 days from and including such date on which the Registration Statement ceases to be effective and will increase by .25% per annum at the end of such 120-day period, provided that the maximum aggregate increase in interest rate will in no event exceed .50% per annum; or (d) if the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 has not been consummated within 225 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum on the principal amount of such Registrable Securities for the first 90 120 days from and including such specified date and increasing will increase by an additional 0.25.25% per annum at the beginning end of each subsequent 90such 120-day period thereafter; period, provided that Registration Default Damages the maximum aggregate increase in the aggregate under this Section 8 may not interest rate will in no event exceed 1.0.50% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing (or designation) of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and upon the effectiveness (or designation) of the Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness (or designation) of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above) Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default "Liquidated Damages”") to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completedcompleted within 270 Days of the Closing Date, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 effective within 120 days of after the Closing Dateobligation arises to file such Shelf Registration Statement pursuant to Section 3(a) hereof, then Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 120th day following the date the filing of obligation arises to file such Shelf Registration Statement is required or requested pursuant to Section 3(a)) hereof, then Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) abovehereof, if the Shelf Registration Statement required by Section 3(a) of this Agreement hereof has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive 60 days in any three-month period or more than 60 90 days (whether or not consecutive) in any twelve-month period during the period for which the Shelf Registration Statement is required, then commencing on the 31st 61st day or 61st 91st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st 61st day or 61st 91st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Liquidated Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Liquidated Damages due pursuant to Section 8(aparagraphs (i), (ii) or (iii) of subsection (a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Liquidated Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Liquidated Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or , (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the Prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) a. if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum on the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or; (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, b. if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, c. if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; , provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers accrue and the Guarantors interest rate shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture revert to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrueoriginal rate. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 270 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii4(k)(i) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (32) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completedcompleted within 300 days of the Closing Date, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 effective within 270 days of the Closing Datedate the filing obligation arises with respect to such Shelf Registration Statement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (32) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the Prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 120 days from and including such specified date and will increase by .25% per annum at the end of such 120-day period, provided that the maximum aggregate increase in interest rate will in no event exceed .50% per annum; or (ab) neither if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable efforts are to be used to cause such effectiveness under this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 120 days from and including such specified date and will increase by .25% per annum at the end of such 120-day period, provided that the maximum aggregate increase in interest rate will in no event exceed .50% per annum; or (xc) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 120 days from and including such date on which the Registration Statement ceases to be effective and will increase by .25% per annum at the end of such 120-day period, provided that the maximum aggregate increase in interest rate will in no event exceed .50% per annum; or (d) if the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 has not been consummated within 225 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum on the principal amount of such Registrable Securities for the first 90 120 days from and including such specified date and increasing will increase by an additional 0.25.25% per annum at the beginning end of each subsequent 90such 120-day period thereafter; period, provided that Registration Default Damages the maximum aggregate increase in the aggregate under this Section 8 may not interest rate will in no event exceed 1.0.50% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securitiesannum; provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above) Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 300 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on of the principal amount average Accreted Value (during such 90-day period) of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount average Accreted Value of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 300th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount average Accreted Value (during such 90-day period) of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount average Accreted Value of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount average Accreted Value (during such 90-day period) of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount average Accreted Value of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid or added to Accreted Value and within one Business Day after such Registration Default Damages cease to accrue. Prior to the interest payment date on which the Registration Default Damages need to be paid, the Issuers shall determine the amount of Registration Default Damages and, at that time, notify the Trustee of such amount and whether the Registration Default Damages shall be paid in cash. Any amounts of Registration Default Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be (i) if such Registration Default Damages accrued on or prior to the Full Accretion Date, at the option of the Issuers, either shall be (x) added to the Accreted Value of each applicable Security or (y) be paid in cash on the interest payment date on which interest accruing on the Securities as of such date as the accrual of Registration Default Damages as specified by the Indenture and (ii) if after the Full Accretion Date, payable in cash on each interest payment date on which interest accruing on the Securities as of such date as the accrual of Registration Default Damages as specified by the Indenture Indenture, in each case, to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. The amount of Registration Default Damages will be determined by multiplying the applicable Registration Default Damages rate by the Accreted Value of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Registration Default Damages were applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 375 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 375th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 180 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th 180th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) a. if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum on the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or; (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, b. if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25..25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, c. if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; , provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers accrue and the Guarantors interest rate shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture revert to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrueoriginal rate. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Companies shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 270 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii4(k)(i) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (32) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above), Registration Default Damages shall cease to accrue. (b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (i) a. if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf any Registration Statement required by this Agreement is declared effective, within, not filed with the Commission on or prior to the date specified for such filing in each case, 360 days of the Closing Datethis Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum on the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or; (ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, b. if the Issuers and the Guarantors are required to file a Shelf any Registration Statement and such Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 360th day following the date the filing of by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement is required or requested pursuant to Section 3(a)effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25..25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such specified date and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or (iii) subject to the last sentence of Section 4(k)(ii) above, c. if the Shelf any Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is requiredAgreement, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of such Registrable Securities for the first 90 60 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf the Registration Statement ceases to be effective and increasing by an additional 0.25.50% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; , provided, however, that upon (1) upon the completion filing of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (iia) above), (2) and (3) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. (b) The Issuers accrue and the Guarantors interest rate shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture revert to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrueoriginal rate. (c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.