Common use of Special Interest Clause in Contracts

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of such Registration Statement required by this Agreement Statements is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (ii) the Company and the Guarantors fail to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iii) the Shelf Registration Statement or the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being in connection with resales of Transfer Restricted Securities (and is not promptly succeeded by a post-effective amendment to such Registration Statement or prospectus supplement that cures such failure and that is itself declared effective promptly effective) during the periods specified in this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following the occurrence of (such Registration Defaultincrease, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall “Special Interest”), but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such increase exceed 1.00% per annum. Notwithstanding anything to At the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case earlier of (i) above, (2) upon the effectiveness cure of all Registration Defaults relating to the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of particular Transfer Restricted Securities or (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the particular Transfer Restricted Securities as having been distributed to the public pursuant to Rule 144 under the Securities Act, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline120th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any such on or prior to the 210th day following the Issue Date, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, or on or prior to the applicable Effectiveness Deadline90th day following the Company’s obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given timea rate of $0.192 per week per $1,000 principal amount of notes. Notwithstanding anything to the contrary set forth hereinforegoing, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the no Special Interest payable shall accrue during or with respect to any suspension period referred to in Section 3(b)(iii) above; provided, however, that if such suspension period exceeds 45 days in the Transfer Restricted Securities as a result of such clause (i)aggregate in any 12-month period, (ii), (iii) or (iv), as applicable, shall cease. All accrued then Special Interest shall be paid to accrue from and including the Holders entitled thereto, in 46th day of such suspension period. All obligations of the manner provided for Company and the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If If: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to within 30 Business Days of the Consummation applicable Effectiveness Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly in connection with resales of Transfer Restricted Securities during the periods specified herein (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby jointly and severally agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (thereby “Special Interest”), ” in addition an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement (or a supplement to the prospectus included in any such Registration Statement, if applicable,) that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filling in this Agreement, (ii) any such Registration Statement has been filed but not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior within the period required by this Agreement after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement unless the Company has filed a Shelf Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during any period in which such Registration Statement is required to remain effectiveness or be usable pursuant to this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that is itself immediately declared effective and that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities held by such Holder 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 immediately following the occurrence of such Registration Defaultthereafter, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timein the aggregate under this Section 5 may not exceed 1.00% per annum of the principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in , but the Indenture interest rate borne by such securities will be reduced to the contrary, original interest rate borne by the payment of Special Interest shall Initial Notes at the time such securities cease to be the only remedy available to Holders for any Registration Defaulta Transfer Restricted Securities.

Special Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if either (i) any Registration Statement required by this Agreement is the Exchange Offer has not filed with the Commission on or prior to the applicable Filing Deadlinebeen consummated, (ii) any such Registration Statement Shelf Registration, if required hereby, has not been declared effective by the Commission on SEC or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by Section 2 or 3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which . The Special Interest shall accrue on the principal amount of the Notes at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default (which rate will be increased by an additional 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following that such Special Interest continues to accrue, provided that the occurrence rate at which such Special Interest accrues may in no event exceed 1.00% per annum) (such Special Interest to be calculated by the Issuers); provided, however, that upon the cure of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that relating to the Company particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, the Issuers shall in no event not be required obligated to pay Special Interest provided in Section 4(a)(ii) during a Shelf Suspension Period permitted by Section 3(a) hereof. The provisions for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall will be the only monetary remedy available to Holders for any Registration Defaultholders under this Agreement.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to 30 Business Days after the Consummation Effectiveness Deadline with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of the first such Registration Default, at a . The amount of Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 0.50% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall ceasecease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement to be filed is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission or has not become effective on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), whether or not the Company and the Guarantors have breached any obligations to use their reasonable best efforts to cause any such Registration Statement to be declared, or become, effective, (iii) the Registered Exchange Offer has not been Consummated on or prior within 210 days of the Closing Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) subject to Section 6(c)(i) hereof, any Registration Statement required by this Agreement is filed and declared has been declared, or has become, effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 10 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared or becomes effective promptly within 10 Business Days of the date of filing of such post-effective amendment (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay special interest to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages Initial Notes in an amount equal to $.05 per week per $1,000 principal amount of Initial Notes held by such Holder for such each week or portion thereof that the Registration Default, special interest (“Special Interest”), in addition Default continues with respect to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the special interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Initial Notes with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; , up to a maximum amount of special interest of $.30 per week per $1,000 principal amount of Initial Notes provided that the Company shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest special interest shall be paid to Record Holders by the Holders entitled theretoCompany on each Special Interest Payment Date following the accrual thereof, in the same manner as provided in the Indenture and the Notes for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding The accrual of special interest will cease on the fact that earlier of a) the cure of all Registration Defaults relating to any securities for particular Initial Notes and b) the later of (1) two years from the Closing Date and (2) two years from the latest date on which Special Interest is due cease to be Transfer Restricted Securities, all obligations the Company or any of its Affiliates has resold during the two year period commencing on the Closing Date any of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in Initial Notes they had acquired since the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultClosing Date.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or a Prospectus supplement to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”"), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required the Exchange Offer has not been Consummated by this Agreement is not filed with the Commission on or prior to the applicable Filing Consummation Deadline, (ii) any Shelf Registration Statement has not been filed with the Commission by the applicable Shelf Filing Deadline, (iii) any such Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% the principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 1.00% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case earlier of (i) above, (2) upon the effectiveness cure of all Registration Defaults relating to the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of particular Transfer Restricted Securities or (ii) above, (3) upon Consummation of the Exchange Offer, in date the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) aboveparticular Initial Notes are no longer Transfer Restricted Securities, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) the Exchange Offer is not Consummated on or prior to the Exchange Offer Consummation Deadline; (ii) the Company and the Guarantors fail to file any Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to before the applicable Shelf Filing Deadline, ; (iiiii) any such Shelf Registration Statement has is not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, ; (iiiiv) the Company and the Guarantors fail to Consummate the Exchange Offer has not been Consummated on or prior to by the Consummation Deadline Exchange Notes Issue Deadline; or (ivv) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly in connection with resales of Entitled Securities during the periods specified in this Agreement (each such event referred to in clauses (i) through (iv)v) above, a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% for per annum of the principal amount of Entitled Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default, at a . The rate of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required , up to pay a maximum rate of Special Interest for more than one all Registration Default at any given timeDefaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (i) or (iv) above, (2) the filing of the Shelf Registration Statement, in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivv) above, the Special Interest payable with respect to the Transfer Restricted Entitled Securities as a result of such clause (i), (ii), (iii), (iv) or (ivv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Entitled Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Entitled Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiia) the Registered Exchange Offer has not been Consummated on or prior to consummated within 240 days after the Consummation Deadline Closing Date, or (ivb) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through and (ivb), a (“Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected therebythen, as liquidated damages for such Registration Defaultdamages, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities (in addition to the Base Interest, stated interest on the Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, at Default and will increase to a per annum rate maximum of 0.50% for the second 90-per annum with respect to each subsequent 90 day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided provided, however, that for the avoidance of doubt, such Special Interest shall not accrue during any subsequent 90 day period at a rate in excess of 0.50% per annum. The Company shall in no event be required to pay Special Interest for more than one on regular interest payment dates in the same manner as other interest. Prior to determining a Registration Default at any given timerelating to clause (b) of this Section 4, the Deferral and Suspension Periods shall be taken into account. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Company set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on or prior within 30 days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with respect to the Company and/or the Guarantors that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, provided that the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantors hereby agrees to pay to each Holder of agree that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by an additional 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of period, but in no event shall such Registration Default, at increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate is referred to herein as "Special Interest." Following the cure of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required relating to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicableparticular Transfer Restricted Securities, the Shelf Registration Statement), in interest rate borne by the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the relevant Transfer Restricted Securities as will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Note shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of March 14, 2006, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to June 12, 2006, neither the applicable Filing DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to October 10, 2006, neither the applicable Effectiveness DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to November 21, 2006, neither the Exchange Offer has not been Consummated on or prior to consummated nor the Consummation Deadline Shelf Registration Statement has been declared effective, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for its intended purpose without being succeeded by a post-effective amendment to such Original Securities, in accordance with and during the periods specified in, the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the Base Interest, stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall such rate exceed 1.00% per annum. Special Interest for more than one will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in the case of an event referred to in clause (ii) above, a Registration Default at any given time. Notwithstanding anything will not be deemed to have occurred so long as the contrary set forth herein, (1) upon filing of Issuer has used and is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaulteffective.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement relating to the Notes (ithe "REGISTRATION RIGHTS AGREEMENT"). In the event that either (a) any we fail to file the Exchange Registration Statement required by this Agreement is not filed with or the Commission Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement) on or prior to before the applicable Filing Deadlinedate specified for such filing in the Registration Rights Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiib) the Exchange Registration Statement is not declared effective within 270 days after the closing of the sale of the Notes or the Shelf Registration Statement is not declared effective within 270 days from the date such Shelf Registration Statement is filed, (c) we fail to complete the Exchange Offer has not been Consummated on or prior to within the Consummation Deadline specified time frame, or (ivd) any the Exchange Registration Statement required by this Agreement or the Shelf Registration Statement is filed and declared effective but shall is thereafter cease either withdrawn or becomes subject to be an effective or fail to be usable for its intended purpose stop order suspending the effectiveness (except as specifically permitted in the Registration Rights Agreement) without being succeeded immediately by a post-effective amendment an additional registration statement which becomes effective, then we will pay special interest pursuant to provisions of the Registration Rights Agreement and the Notes to each holder of the Notes. Special interest will accrue from (i) the date specified for such filing, in the case of clause (a) above, (ii) the date specified for effectiveness in the case of clause (b) above, (iii) the date specified for completion of the Exchange Offer, in the case of clause (c) above, or (iv) the date such Exchange Offer Registration Statement that cures such failure and that is itself declared effective promptly or Shelf Registration Statement ceases to be effective, in the case of clause (d) above (each such event period referred to in clauses (i) through (iv) above an "Accrual Period"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a rate per annum rate of equal to 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration Default, at a per annum rate of Accrual Period; 0.50% for the second 90-day period following 90 days of the occurrence of such Registration Default, at a per annum rate of Accrual Period; 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Accrual Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing portion of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness Accrual Period of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation principal amount of the Exchange OfferNotes, determined daily. In each case such additional interest will be payable in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable cash semiannually in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, arrears on each Interest Payment DateNovember 15 and May 15, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securitiescommencing May 15, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary2000, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultof record on the immediately preceding May 1 and November 1, respectively.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to by the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement has Statements is not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Company and the Guarantors fail to consummate the Exchange Offer has not been Consummated on or prior within 30 Business Days of the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being in connection with resales of Transfer Restricted Securities (and is not promptly succeeded by a post-effective amendment to such Registration Statement or prospectus supplement that cures such failure and that is itself declared effective promptly effective) during the periods specified in this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following the occurrence of (such Registration Defaultincrease, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall “Special Interest”), but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such increase exceed 1.00% per annum. Notwithstanding anything to At the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case earlier of (i) above, (2) upon the effectiveness cure of all Registration Defaults relating to the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of particular Transfer Restricted Securities or (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the particular Transfer Restricted Securities as having been distributed to the public pursuant to Rule 144 under the Securities Act, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “"REGISTRATION DEFAULT" and each period during which a Registration Default”Default has occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as thereby liquidated damages for such Registration Default, as special interest (“Special Interest”), "SPECIAL INTEREST") in addition to the Base Interest, an amount which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.50% for the second 90-day period following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that portion of the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timePeriod. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), or (5) once the Transfer Restricted Securities are eligible for resale under Rule 144(k) of the Act, as applicable, shall ceasecease (at which time the interest rate shall be restored to its initial rate). All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission Commission, (b) on or prior to the applicable Effectiveness Deadline180th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Exchange Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Exchange Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer required by this Agreement has not been Consummated on or prior to the Consummation Deadline Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly during the applicable periods specified in this Agreement, except as permitted herein (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% for per annum of the principal amount of Entitled Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default, at a . The rate of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum rate of Special Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Entitled Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall ceasecease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate of such Transfer Restricted Securities prior to the applicable Registration Default. All accrued Special Interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Entitled Securities, all obligations of the Company to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Entitled Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be not accrue during any period in which the only remedy available to Holders for any Registration DefaultCompany is exercising the Suspension Rights set forth in Section 6(c)(i) below.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of February 14, 2007, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to May 15, 2007, neither the applicable Filing DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to September 12, 2007, neither the applicable Effectiveness DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to October 25, 2007, neither the Exchange Offer has not been Consummated on or prior to consummated nor the Consummation Deadline Shelf Registration Statement has been declared effective, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for its intended purpose without being succeeded by a post-effective amendment to such Original Securities, in accordance with and during the periods specified in, the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the Base Interest, stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall such rate exceed 1.00% per annum. Special Interest for more than one will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in the case of an event referred to in clause (ii) above, a Registration Default at any given time. Notwithstanding anything will not be deemed to have occurred so long as the contrary set forth herein, (1) upon filing of Issuer has used and is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaulteffective.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the Merger Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any such on or prior to the 180th day following the Merger Closing Date, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, or on or prior to the applicable Effectiveness Deadline90th day following the Company’s obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given timea rate of $0.192 per week per $1,000 principal amount of notes. Notwithstanding anything to the contrary set forth hereinforegoing, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the no Special Interest payable shall accrue during or with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iiiany suspension period referred to in Section 3(b)(iii) or (iv), as applicable, shall ceaseabove. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “"REGISTRATION DEFAULT" and each period during which a Registration Default”Default has occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as thereby liquidated damages for such Registration Default, as special interest (“Special Interest”), "SPECIAL INTEREST") in addition to the Base Interest, an amount which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.50% for the second 90-day period following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that portion of the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timePeriod. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), or (5) once the Transfer Restricted Securities are eligible for resale under Rule 144(k) of the Act, as applicable, shall ceasecease (at which time the interest rate shall be restored to its initial rate). All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any such on or prior to the 180th day following the original issue date of the Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission or on or prior to the applicable Effectiveness Deadline90th day following the Company's obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”("REGISTRATION DEFAULT"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), "SPECIAL INTEREST") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as thereby liquidated damages for such Registration Default, as special interest (“Special Interest”), ) in addition to the Base Interest, an amount which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.50% for the second 90-day period following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that portion of the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timePeriod. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), or (5) once the Transfer Restricted Securities are eligible for resale under Rule 144(k) of the Act, as applicable, shall ceasecease (at which time the interest rate shall be restored to its initial rate). All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180 th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission Commission, (c) on or prior to the applicable Effectiveness Deadline45th Business Day following the date the Exchange Offer Registration Statement is declared effective, (iii) the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (other than as permitted by the proviso to be usable for its intended purpose without being succeeded by a post-effective amendment to Section 5(k)) in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement unless such Registration Statement that cures such ceases to be effective or usable as a result of the failure and that is itself declared effective promptly by any Holder to provide the Company with any information required to be so provided by Items 507 or 508 of Regulation S-K, as applicable (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to 30 Business Days after the Consummation Effectiveness Deadline with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of the first such Registration Default, at a . The amount of Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 0.50% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall ceasecease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Existing Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Permanent Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to within 180 days after the Consummation Deadline Closing Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly immediately (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantor hereby agrees jointly and -------------------- severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special thereby interest (“"Special Interest”), ") which will accrue and be payable semi- ---------------- annually on the Notes and the Exchange Notes (in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for stated interest on the first 90-day period immediately following Notes and the occurrence of such Registration Default, at a per annum rate of 0.50% for Exchange Notes) from and including the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of date such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that occurs to, but excluding the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, date on which (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement)) is filed, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement)) is declared effective, in the case of (ii) above, (3) upon Consummation of the Exchange OfferOffer is Consummated, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement is filed that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (iv) above. During the time that Special Interest is accruing continuously, the rate of such Special Interest shall be 0.50% per annum during the first 90-day period and shall increase by 0.25% per annum for each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum in the aggregate regardless of the number of Registration Defaults. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the Special Interest payable rate for such subsequent Registration Default shall initially be 0.25%, regardless of the Special Interest rate in effect with respect to any prior Registration Default at the Transfer Restricted Securities as a result time of the cure of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseRegistration Default. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest and the Guarantor set forth in this paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission Commission, (b) on or prior to the applicable Effectiveness Deadline150th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 180th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Shelf Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Shelf Filing Deadline, (ii) any such Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline Deadline, with respect to the Exchange Offer Registration Statement, or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease (and before the expiration of the period referred to in Rule 144) ceases to be effective or fail useable in connection with resales of the Exchange Notes for more than 60 days within any 12-month period or if the Issuers, through their omission, fails to name as a selling securityholder any Holder that had complied timely with its obligations to be usable for its intended purpose without being succeeded by a post-effective amendment to named in such Shelf Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company Issuers and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% for the first 90-day period immediately following the occurrence date of such Registration Default, at a and an additional 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 1.00% per annum; provided that the Company Issuers and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Shelf Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall ceasecease on the date of such cure, and the interest rate on such Transfer Restricted Securities will revert to the interest rate applicable in the absence of any Registration Default. All accrued Special Interest shall be paid by the Issuers and the Guarantors (or the Issuers and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company Issuers and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall not accrue during any period in which the Issuers and the Guarantors are exercising the Suspension Rights set forth in Section 6(c)(i) below and shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to 30 Business Days after the Consummation Effectiveness Deadline with respect to the Exchange Offer Registration Statement or (iv) subject to Section 6(c)(i) hereof, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly immediately (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then then, subject to Section 4(b) hereof, the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“"Special Interest”"), in addition with respect to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such the first Registration Default, at a in an amount equal to 0.25% per annum rate on the outstanding principal amount of 0.50Transfer Restricted Securities held by such Holder. The amount of Special Interest described in the preceding sentence shall increase by an additional 0.25% for per annum on the second outstanding principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of 1.00% per annum on the outstanding principal amount of Notes constituting Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline180th day following the Closing Date, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 270th day following Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission Commission, (c) on or prior to the applicable Effectiveness Deadline, (iii) 45th day following the date the Commission first declared the Exchange Offer Registration Statement effective, neither the Registration Exchange Offer has not been Consummated on or prior to consummated nor has the Consummation Deadline Shelf Registration Statement been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”"REGISTRATION DEFAULT"), then interest ("SPECIAL INTEREST") will accrue on the Company hereby agrees to pay to each Holder principal amount of the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest then outstanding (“Special Interest”), in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following period, but in no event shall such rate exceed 1.00% per annum. The Special Interest provided for in this Section 8 shall be the occurrence exclusive monetary remedy available to the Holders of Registrable Securities for such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that . In no event shall the Company shall in no event be required to pay Special Interest for more than liquidated damages in excess of the applicable maximum rate per annum of one percent (1.00%) set forth above, regardless of whether one or multiple Registration Default at any given timeDefaults exist. Notwithstanding anything to the contrary set forth hereinforegoing, (1) upon filing the parties agree that the Initial Purchasers and Holders may pursue specific performance of this Agreement under Section 12. All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special thereby additional interest (“Special Interest”), "SPECIAL INTEREST") in addition an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of special interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall immediately cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline135th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 225th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission Commission, (c) on or prior to the applicable Effectiveness Deadline45th Business Day following the date the Exchange Offer Registration Statement is declared effective, (iii) the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (other than as permitted by the proviso to be usable for its intended purpose without being succeeded by a post-effective amendment to Section 5(k)) in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement unless such Registration Statement that cures such ceases to be effective or usable as a result of the failure and that is itself declared effective promptly by any Holder to provide the Company with any information required to be so provided by Items 507 or 508 of Regulation S-K, as applicable (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such (provided that if the Exchange Offer Registration Statement that cures such failure has been filed and that is itself declared effective promptly and the Exchange Offer is not thereafter permitted under applicable law or Commission policy, rule or regulation, this clause (iv) shall not result in a Registration Default if a Shelf Registration Statement is filed and declared effective prior to the Shelf Filing Deadline and the Shelf Effectiveness Deadline, respectively) (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company Issuer and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages (which shall be the Holders’ sole remedy for such any Registration Default), special interest over and above the interest otherwise payable on the securities from and including the date on which any Registration Default shall occur and to but excluding the date on which such Registration Defaults have been cured (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a rate of (i) 0.25% per annum rate of 0.25% for from and including the first 90-date on which any Registration Default shall occur and to and including the 90th day period immediately following the occurrence of such Registration Default, at a (ii) 0.50% per annum rate of 0.50% for from and including the second 90-day period 91st day, and to and including the 180th day, immediately following the occurrence of such Registration Default, at a (iii) 0.75% per annum rate from and including the 181st day, and to and including the 270th day, immediately following the occurrence of 0.75such Registration Default, and (iv) 1.0% for per annum from and including the third 90-271st day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all to but excluding the date on which such Registration Defaults have Default has been cured; provided that the Company Issuer and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Issuer and the Guarantors (or the Issuer and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company Issuer and the Guarantors to pay Special Interest with respect to such securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement (or, if such date is not a Business Day, the next succeeding Business Day), (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on or prior to within 165 days after the Consummation Deadline Issue Date (or, if such date is not a Business Day, the next succeeding Business Day) or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded in connection with resales of Transfer Restricted Securities during the periods required by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly this Agreement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company Issuer and the Subsidiary Guarantors hereby agrees agree, jointly and severally, to pay special interest to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition with respect to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a rate equal to 0.25% per annum rate on the principal amount of 0.50% Notes constituting Transfer Restricted Securities held by such Holder for the second period of the Registration Default. The amount of the special interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that , up to a maximum amount of special interest of 1.5% per annum in the Company aggregate. Notwithstanding the foregoing, the Issuer and the Subsidiary Guarantors shall in no event not be required to pay Special Interest for more than one special interest to each Holder of Transfer Restricted Securities if the Registration Default arises from the failure of the Issuer and the Subsidiary Guarantors to file, or cause to become effective, a Shelf Registration Statement within the time period required by Section 4 of this Agreement and such Registration Default is by reason of the failure of the Holders to provide the information regarding the Holder reasonably requested by the Issuer, the NASD or any other regulatory agency having jurisdiction over any of the Holders at any given timeleast 10 business days prior to such Registration Default. Notwithstanding anything All accrued special interest shall be paid by the Issuer and the Subsidiary Guarantors on each Damages Payment Date to the contrary set forth herein, (1) upon filing Holders by wire transfer of immediately available funds or by federal funds check and to the Exchange Offer Holders of certificated securities by mailing a check to such Holders' registered addresses. Following the cure of all Registration Statement (and/or, if applicableDefaults relating to any particular Transfer Restricted Securities, the Shelf Registration Statement), in the case accrual of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable liquidated damages with respect to the such Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall will cease. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Issuer and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Subsidiary Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline60th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission SEC, (b) on or prior to the applicable Effectiveness Deadline120th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 180th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure certain exceptions) in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantors hereby agrees jointly and --------------------- severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special thereby additional interest (“"Special Interest”), ") in addition an amount equal to $.05 per ---------------- week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of special interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall immediately cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission Commission, (b) on or prior to the applicable Effectiveness Deadline150th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 180th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure certain exceptions) in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If If: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to within 30 Business Days of the Consummation applicable Effectiveness Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly in connection with resales of Transfer Restricted Securities during the periods specified herein (each such event referred to in clauses (i) through (iv), a ““ Registration Default”Default ” ), then the Company hereby jointly and severally agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which thereby “ Special Interest shall accrue at a ” in an amount equal to $.05 per annum rate week per $1,000 in principal amount of 0.25% Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement (or a supplement to the prospectus included in any such Registration Statement, if applicable,) that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. The holder of this Security is entitled to the ----------------- benefits of an Exchange and Registration Rights Agreement, dated as of January 23, 1998, among the Company, Eagle Family Foods Holdings, Inc., (the "Guarantor") and the Initial Purchasers named therein (the "Exchange and Registration Rights Agreement"). Capitalized terms used in this paragraph (b) but not otherwise defined have the meanings assigned to them in the Exchange and Registration Rights Agreement. If (i) any the Shelf Registration Statement required by this or Exchange Offer Registration Statement, as applicable, under the Exchange and Registration Rights Agreement is not filed with the Commission on or prior to 90 days after the applicable Filing Deadlinedate of the Indenture, (ii) any such the Exchange Offer Registration Statement has or, as the case may be, the Shelf Registration Statement, is not been declared effective by within 150 days after the Commission on or prior to date of the applicable Effectiveness DeadlineIndenture, (iii) the Exchange Offer has is not been Consummated consummated on or prior to 180 days after the Consummation Deadline date of the Indenture, or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective within 180 days after the date of the Indenture but shall thereafter cease to be effective or fail (at any time that the Company is obligated to be usable for its intended purpose maintain the effectiveness thereof) without being succeeded within 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to will pay Special Interest to each Holder holder of Transfer Restricted Securities affected therebySecurities, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to during the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a in an amount equal to $0.192 per annum rate week per $1,000 principal amount of 0.50% for the second 90-day period following Securities constituting Transfer Restricted Securities held by such holder until the occurrence of such applicable Registration DefaultStatement is filed or declared effective, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, is consummated or the Shelf Registration Statement)Statement again becomes effective, in as the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasemay be. All accrued Special Interest shall be paid to the Holders entitled thereto, holders in the same manner provided as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the payment Securities. Following the cure of interest in all Registration Defaults, the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which accrual of Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultInterest.

Special Interest. Following the Securities Assumption, the holder of this Security shall be entitled to the benefits of a Registration Agreement to be dated as of the Securities Assumption Date, among Parent, Financing and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate that is 180 days after the Securities Assumption Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate that is 270 days after the Securities Assumption Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline later of the date that is 300 days after the Securities Assumption Date and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for its intended purpose without being succeeded by a post-effective amendment to such Original Securities, in accordance with and during the periods specified in, the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the Base Interest, stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall such rate exceed 1.00% per annum. Special Interest for more than one will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in the case of an event referred to in clause (ii) above, a Registration Default at any given time. Notwithstanding anything will not be deemed to have occurred so long as the contrary set forth herein, (1) upon filing of Issuer has used and is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaulteffective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of October 1, 2003, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for the registration of Additional Securities (each, a "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to April 30, 2005, neither the applicable Filing DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to June 30, 2005, neither the applicable Effectiveness DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither the Exchange Offer has not been Consummated on or prior to consummated nor the Consummation Deadline Shelf Registration Statement has been declared effective, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for its intended purpose without being succeeded by a post-effective amendment to such Original Securities, in accordance with and during the periods specified in, the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then interest ("Special Interest") will accrue on the Company hereby agrees to pay to each Holder principal amount of Transfer Restricted the Original Securities affected thereby, as liquidated damages and the New Securities offered in exchange for such Registration Default, special interest Original Securities (“Special Interest”), in addition to the Base Interest, stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall such rate exceed 1.00% per annum. Special Interest for more than one Registration Default at any given time. Notwithstanding anything to will be computed on the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing basis of a post360-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case day year comprised of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaulttwelve 30-day months.

Special Interest. If The holder of this Security is entitled to the ----------------- benefits of a Registration Agreement, dated as of March 26, 1997, among the Company, the Subsidiary Guarantors and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing Deadline270th day following the date of original issuance of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to the 345th day following the date of original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline375th day following the date of original issuance of the Securities, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Notes) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by 0.25% for -------- ------- per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; , provided further, however, that the Company shall in no ---------------- ------- event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.00% per annum. All accrued The Special Interest shall will be paid to the Holders entitled theretopayable in cash semiannually in arrears each April 15 and October 15 commencing April 15, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default1998.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to by the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate on the principal amount of 0.25% Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of the first such Registration Default, at a . The amount of the Special Interest shall increase by an additional 0.25% per annum rate on the principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 0.50% per annum on the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), ) in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasecease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate of such Transfer Restricted Securities prior to the applicable Registration Default. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “"REGISTRATION DEFAULT" and each period during which a Registration Default”Default has occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as thereby liquidated damages for such Registration Default, as special interest (“Special Interest”), "SPECIAL INTEREST") in addition to the Base Interest, an amount which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.50% for the second 90-day period following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that portion of the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timePeriod. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), or (5) once the Transfer Restricted Services are eligible for resale under Rule 144(k) of the Act, as applicable, shall ceasecease (at which time the interest rate shall be restored to its initial rate). All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any the Company and the Guarantors fail to file either (A) an Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Exchange Deadline or (B) the Shelf Registration Statement prior to the Shelf Deadline, (ii) any such either (A) the Exchange Offer Registration Statement has filed by the Company is not been declared effective by the Commission on or prior to the applicable Exchange Offer Registration Statement Effectiveness DeadlineTarget Date or (B) the Shelf Registration Statement filed by the Company is not declared effective by the Commission prior to the Shelf Registration Effectiveness Target Date, (iii) the Exchange Offer has is not been Consummated on or prior to 30 Business Days after the Consummation Deadline Exchange Offer Registration Statement Effectiveness Target Date or (iv) any a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is filed and declared effective (or automatically becomes effective) as required but shall thereafter cease fails to be remain effective or fail to be usable becomes unusable in connection with resales for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly more than 30 calendar days, excluding any Blackout Period (each such event referred to in clauses (i) through (iv)) above, a “Registration Default”), then the Company hereby agrees to pay to each Holder of agree that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for the first 90-day period immediately following the Exchange Deadline and by an additional 0.25% per annum with respect to each subsequent 90-day period, in each case for the period of occurrence of such the Registration Default, at up to a maximum Special Interest rate of 1.00% per annum rate thereafter (“Special Interest”), until the earlier of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing consummation of the Exchange Offer and such time as no Registration Statement (and/orDefault is in effect, if applicable, plus such additional amount of time as is required under the Shelf Registration Statementlast sentence of Section 6(c), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the which Special Interest payable with respect will cease to accrue and the interest rate on the Transfer Restricted Securities as a result will revert to the original rate; provided, however, that, if after the date such Special Interest ceases to accrue, another Registration Default occurs, Special Interest will again commence accruing pursuant to the foregoing provisions. In no event will Special Interest accrue under more than one of such clause the foregoing clauses (i), (ii), ) and (iii) or (iv)at any one time; provided, however, that the amount of Special Interest accruing on the Transfer Restricted Securities shall not exceed, in any event, 1.00% per annum. The obligations of the Company and the Guarantors to pay Special Interest as applicable, set forth in this Section 5 shall ceasebe the sole and exclusive remedy of the Holders for any Registration Default. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline180th day following the date of the original issuance of the Securities (or if such 180th day is not a Business Day, (ii) any such the next succeeding Business Day), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 270th day following the date of the original issuance of the Securities (or if such 270th day is not a Business Day, the next succeeding Business Day), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission Commission, (c) on or prior to the applicable Effectiveness Deadline45th day following the date the Exchange Offer Registration Statement is declared effective (or if such 45th day is not a Business Day, (iii) the next succeeding Business Day), the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure (except as permitted in this Agreement) in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a (“Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the affected Securities and New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid the exclusive remedy available to the Holders entitled thereto, in for a Registration Default. All obligations of the manner provided for Company and the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (ia) any with respect to the Exchange Offer Registration Statement required by this Agreement is Statement, the Exchange Offer has not filed with the Commission been Consummated on or prior to the applicable Filing Consummation Deadline, (iib) any such with respect to a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivc) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (ia) through (ivc), a “Registration Default”), then the Company Issuers and the Guarantors hereby agrees to pay to each Holder of jointly and severally agree that the interest rate on the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest will be increased by an amount (“Special Interest”), in addition ) equal to the Base Interest, which Special Interest shall accrue at a (i) 0.25% per annum rate of 0.25% for the first 90-day period beginning on the day immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a (ii) an additional 0.25% per annum rate with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 1.01.00% thereafter for any remaining time period until all Registration Defaults have been curedper annum; provided that the Company Issuers and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing Consummation of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement)Offer, in the case of clause (ia) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iiib) above, or (43) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivc) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (ia), (ii), (iiib) or (ivc), as applicable, shall cease. All accrued Special Interest shall be paid by the Issuers and the Guarantors (or the Issuers and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company Issuers and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated November 2, 2017, between the Company and the representative of the several Initial Purchasers (the “Registration Agreement”). Capitalized terms used in this paragraph but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed (or confidentially submitted) with the Commission on or prior to the applicable Filing Deadline180th day following the original issue date, (ii) any such neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline360th day following the original issue date, or (iii) after either the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), iii) above being referred to herein as a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special additional interest (the “Special Interest”), ) shall accrue on the principal amount of Securities affected by such Registration Default (in addition to stated interest on the Base InterestSecurities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, which Special Interest shall accrue at a rate equal to 0.25% per annum rate of 0.25% for the first principal amount of the Securities during the 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event shall such rate exceed 0.75% per annum. The Special Interest will be payable in cash semiannually in arrears each May 2 or November 2 and otherwise on the terms set forth above with respect to payments of other interest owed under the terms hereof. References to interest in this Note and in the Indenture shall be deemed to include references to Special Interest where applicable. All payments and deliveries of or in respect of principal, interest and premium, if any, on or with respect to this Note shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) (“Taxes”) imposed, levied, collected, withheld or assessed by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a “Taxing Authority”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. If the Company is required to make any withholding or deduction described in the preceding sentence with respect to any payment or delivery made in respect of this Note, the Company will pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything such additional amounts (“Additional Amounts”) as may be necessary to ensure that the contrary set forth hereinnet amounts received by the Holder hereof (including Additional Amounts) after such withholding or deduction shall equal the respective amounts of principal, (1) upon filing of the Exchange Offer Registration Statement (and/orinterest and premium, if applicableany, that would have been receivable in respect of this Note in the Shelf Registration Statement)absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is required, if this Note is presented for payment more than 30 days after the later of (ix) abovethe date on which such payment first became due and (y) if the full amount payable has not been received in the Place of Payment by the Trustee on or prior to such due date, (2) upon the effectiveness date on which, the full amount having been so received and notice to that effect shall have been given to the Holders of the Exchange Offer Registration Statement (and/orNotes by the Trustee or the Paying Agent, if applicableon behalf of the Trustee, except to the Shelf Registration Statement), in extent that the case Holder would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) abovefor any estate, (3) upon Consummation of the Exchange Offerinheritance, in the case of gift, sales, use, value added, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) aboveif held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of this Note by reason of having some present or former, direct or indirect, connection with a Taxing Authority (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in a Taxing Authority), other than the mere holding of this Note or the receipt of principal, interest or premium, if any, in respect thereof; (iv) for any Taxes that would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Authority, or to make any other similar claim for exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to comply with such applicable certification, documentation, information or other reporting requirement, or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any Taxes which are payable other than by deduction or withholding from payments of principal, interest and premium, if any, on this Note; (vi) for any Taxes imposed on or in respect of (x) Sections 1471 through 1474 of the Code as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) (“FATCA”) and any current or future regulations or official interpretations thereof, (y) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction which (in either case) facilitates the implementation of the preceding clause (x), or (4z) upon the filing of a post-effective amendment any agreement entered into pursuant to the Registration Statement implementation of the preceding clauses (x) or an additional Registration Statement that causes (y) with the Exchange Offer Registration Statement (and/or, if applicableInternal Revenue Service, the Shelf Registration StatementUnited States government or any governmental or taxation authority under any other jurisdiction; (vii) for any Tax which would have been avoided by a Holder presenting this Note (if presentation is required) or requesting that such payment be made to again be declared effective another Paying Agent in a member state of the European Union; or made usable in the case (viii) for any combination of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or ), (iv), as applicable(v), shall cease(vi) or (vii). All accrued Special Interest In addition, no Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of this Note to the Holders entitled thereto, in extent that the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest beneficiary or settlor with respect to such securities fiduciary, the member of such partnership or the beneficial owner of this Note would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held this Note directly. All references hereunder to principal, interest or premium shall survive until such time be deemed to include references to any Additional Amounts which may be payable as such obligations set forth herein with respect to such securities shall have been satisfied in fullprincipal, interest or premium. Notwithstanding anything contained herein or in the Indenture If Additional Amounts actually paid with respect to this Note pursuant to the contrarypreceding paragraph are based on rates of deduction or withholding of Taxes imposed by a Taxing Authority in excess of the appropriate rate applicable to the Holder or the beneficial owner, and, as a result thereof, such Holder or beneficial owner is entitled under the law of such Taxing Authority to make a claim for a refund or credit of such Taxes, then such Holder or beneficial owner shall, by accepting this Note or an interest therein, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such Taxes to the Company, subject to any right of set-off such Holder or beneficial owner may have. However, by making such assignment, the payment Holder or beneficial owner makes no representation or warranty that the Company will be entitled to receive such claim for refund or credit and incurs no other obligation (including, for the avoidance of Special Interest doubt, any filing or other action) with respect thereto. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the only remedy available to Holders Indenture, or be valid or obligatory for any Registration Defaultpurpose.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline45th day following the original issue date of the Securities (or if such 45th day is not a Business Day, (ii) any such the next succeeding Business Day), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 120th day following the original issue date of the Securities (or if such 120th day is not a Business Day, the next succeeding Business Day), neither the Exchange Offer nor the Shelf Registration Statement has been declared effective by the Commission Commission, (c) on or prior to the applicable Effectiveness Deadline150th day following the original issue date of the Securities (or if such 150th day is not a Business Day the next succeeding Business Day), (iii) neither has the Exchange Offer has not Registration Statement been Consummated on or prior to consummated nor had the Consummation Deadline Shelf Registration Statement been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement, unless, in the case of this clause (d), a Shelf Registration Statement or its related Prospectus ceases to be effective or usable for its intended purpose without being succeeded solely as a result of the occurrence of material events with respect to the Company and/or the Subsidiary Guarantors that would be required by a post-effective amendment law to be described in such Shelf Registration Statement or the related Prospectus, PROVIDED that cures the Company shall promptly and in good faith amend or supplement such failure Shelf Registration Statement and that is itself declared effective promptly the related Prospectus to describe such events, (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") shall accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, special interest on the Securities and New Securities) from and including the date on which any such Registration Default shall have occurred to but excluding the date on which all Registration Defaults have been cured. Special Interest shall accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Subsidiary Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline60th day following the date of the original issuance of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 150th day following the date of the original issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission Commission, (c) on or prior to the applicable Effectiveness Deadline180th day following the date of the original issuance of the Securities, (iii) neither the Exchange Offer Registration Statement has not been Consummated on or prior to consummated nor has the Consummation Deadline Shelf Registration Statement been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the affected Securities and New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The Holder of this Security is entitled to the benefits of the Registration Rights Agreement dated [ , ], between the Company and the representative of the several Initial Purchasers (the "Registration Agreement"). Capitalized terms used in this paragraph but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed (or confidentially submitted) with the Commission on or prior to the applicable Filing Deadline[ ]th day following the original issue date, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline[ ]th day following the original issue date, (iii) neither the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline [ ]th day following the original issue date, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then interest (the Company hereby agrees to pay to each Holder "Special Interest") shall accrue on the principal amount of Transfer Restricted Securities affected thereby, as liquidated damages for by such Registration Default, special interest Default (“Special Interest”), in addition to stated interest on the Base InterestSecurities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, which Special Interest shall accrue at a rate equal to [ ]% per annum rate of 0.25% for the first 90-day principal amount of the Securities during the [ ]-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by [ ]% per annum rate of 0.50% for at the second 90-day period following the occurrence end of such Registration Default[ ]-day period, at a but in no event shall such rate exceed [ ]% per annum rate annum. The Special Interest will be payable in cash semiannually in arrears each [ ] and [ ] and otherwise on the terms set forth above with respect to payments of 0.75% interest. References to interest in this Note and in the Indenture shall be deemed to include references to Special Interest where applicable. All payments of or in respect of principal and interest (including Special Interest) in respect of this Note shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges (or interest on any of the third 90-day period following foregoing) of whatsoever nature imposed, levied, collected, withheld or assessed by, within or on behalf of the occurrence Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax, unless such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided withholding or deduction is required by law. In that event, the Company shall pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the amounts received by the Holders hereof after such withholding or deduction shall equal the respective amounts of principal and interest (including Special Interest) that would have been receivable in respect of this Note in the absence of such withholding or deduction, except that no event such Additional Amounts shall be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, payable in respect of this Note (1i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of payments for which presentation of this Note is required, if presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in The City of New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holder by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) held by a Holder or on behalf of a beneficial owner of this Note who is liable for taxes, penalties, fines, duties, assessments or other governmental charges in respect of this Note by reason of having some present or former, direct or indirect, connection with the Republic of Chile (or any political subdivision or governmental authority thereof or therein), other than the mere holding of this Note or the receipt of principal or interest (including Special Interest) in respect hereof; or (iii) any combination of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), and (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest references to principal, interest and other amounts payable hereunder shall be paid deemed to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, include references to any Additional Amounts which may be payable as more fully set forth in the Indenture and or in this Note. Reference is hereby made to the Notesfurther provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Notwithstanding Unless the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations certificate of authentication hereon has been manually executed by or on behalf of the Company Trustee under the Indenture, this Note shall not be entitled to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein any benefits under the Indenture, or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders valid or obligatory for any Registration Defaultpurpose.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline Deadline, (ii) the Self Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the Shelf Effectiveness Deadline, or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for thereby special interest over and above the interest otherwise payable on the securities from and including the date on which any Registration Default shall occur but excluding the date on which such Registration Default, special interest Defaults have been cured (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% per annum for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.0% per annum; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. All accrued additional interest shall be paid by the Company in the same manner and at the same time as payments of interest. Notwithstanding anything to the contrary set forth herein, (1) upon filing Consummation of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement)Offer, in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Shelf Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, or (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iviii) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iviii), as applicable, shall cease. All accrued Special Interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on or prior within 30 days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with respect to the Company and/or the Guarantor that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, provided that the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantor hereby agrees to pay to each Holder of agree that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by an additional 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of period, but in no event shall such Registration Default, at increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate is referred to herein as "Special Interest." Following the cure of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required relating to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicableparticular Transfer Restricted Securities, the Shelf Registration Statement), in interest rate borne by the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the relevant Transfer Restricted Securities as will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest and the Guarantor set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Note shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 21, 1999, between the Company and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing Deadline90th day following the date of the original issuance of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline150th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline 180th day following the date of the original issuance of the Securities, or (iv) any after the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with the Exchange Offer, in the case of the Exchange Offer Registration Statement, or resales of the Securities, in the case of the Shelf Registration Statement, at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to .50% of the principal amount of the Securities; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by .50% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 30th day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.00% per annum. All accrued The Special Interest shall will be paid to the Holders entitled theretopayable in cash semiannually in arrears each February 1 and August 1, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notesimmediately available funds. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default2.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of November 27, 1996, among the Company and the Initial Purchasers named therein (as such may be amended from time to time, the "Registration Agreement"). Capitalized terms used in this subsection (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing DeadlineJanuary 24, 1997, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineMarcx 00, 0000, (iiixxx) xxxther the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline April 25, 1997, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special additional interest (“"Special Interest”), ") will accrue on this Security (in addition to the Base Interest, interest described in subsection (a) above) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall Special Interest for more than one Registration Default accrue at any given timea rate in excess of 1.50% per annum. Notwithstanding anything Special Interest will be payable to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), holder hereof in the case of same manner as interest under subsection (ia) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filling in this Agreement, (ii) any such Registration Statement has been filed but not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior within the period required by this Agreement after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement unless the Issuers have filed a Shelf Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during any period in which such Registration Statement is required to remain effectiveness or be usable pursuant to this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that is itself immediately declared effective and that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company Issuers and the Guarantor hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities held by such Holder 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 immediately following the occurrence of such Registration Defaultthereafter, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timein the aggregate under this Section 5 may not exceed 1.00% per annum of the principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Issuers and the Guarantor (or the Issuers and the Guarantor will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company Issuers and the Guarantor to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in , but the Indenture interest rate borne by such securities will be reduced to the contrary, original interest rate borne by the payment of Special Interest shall Initial Notes at the time such securities cease to be the only remedy available to Holders for any Registration Defaulta Transfer Restricted Securities.

Special Interest. If The holder of this Security is entitled to ---------------- the benefits of a Registration Agreement, dated as of July 26, 1996, among the Company and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing DeadlineOctober 31,1997, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineDecember 31, 1997, (iii) the Registered Exchange Offer has not been Consummated consummated or the Shelf Registration Statement has not been declared effective on or prior to the Consummation Deadline January 31, 1998, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), ) above being referred to herein as a “"Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special " interest (“the "Special Interest”), ") shall accrue (in addition to secured interest on the Base Interest, Notes) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75-------- ------- shall increase by 0.25% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; , provided further, however, -------- ------- ------- that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.00% per annum. All accrued The Special Interest shall will be paid to the Holders entitled theretopayable in cash semiannually in arrears each February 1 and August 1 commencing February 1, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default1997.

Special Interest. If In the event that either (i) any the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline150th day following the Closing Date, (ii) any such the Exchange Offer Registration Statement has is not been declared effective by nor (if the Registered Exchange Offer is not permitted as described in Section 3 hereof) a Shelf Registration Statement is filed with the Commission with respect to the Securities on or prior to the applicable Effectiveness Deadline, 180th day following the Closing Date or (iii) the Registered Exchange Offer has is not been Consummated consummated or a Shelf Registration Statement with respect to the Securities is not declared effective on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly 210th day following the date of original issuance of the Securities (each such event referred to in clauses clause (i), (ii) through or (iviii), a “"Registration Default”"), then interest will accrue (in addition to stated interest on the Company hereby agrees to pay to Securities) from and including the next day following each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special . In each case such additional interest (“the "Special Interest”)") will be payable in cash semiannually in arrears each March 1 and September 1, in addition to the Base Interestcommencing March 1, which Special Interest shall accrue 1998, at a rate per annum rate of equal to 0.25% of the principal amount of the Securities for the first 90-day period immediately following the occurrence of each such Registration Default, at a per annum rate . The aggregate amount of 0.50% for Special Interest payable pursuant to the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall above provisions will in no event be required to pay Special Interest for more than one Registration Default at any given timeexceed 0.25% per annum of the principal amount of the Securities. Notwithstanding anything to the contrary set forth herein, Upon (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, after the Shelf Registration Statement), 150-day period described in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (and/or, if applicable, ii) above or (3) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement), in as the case of (ii) abovemay be, (3) upon Consummation of after the Exchange Offer, 210-day period described in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect as result of the applicable Registration Default on the Securities from the date of such filing, effectiveness or consummation, as the case may be, will cease to accrue and all accrued and unpaid Special Interest as of the occurrence of clause (1), (2) or (3) shall be paid to the Transfer Restricted holders of the Securities as on the relevant payment date referred to above. For purposes of the preceding sentence, the curing of a result Registration Default by the means described in clause (2) above shall constitute a cure of such the Registration Defaults described in clauses (i) and (ii) above, and the curing of a Registration Default by the means described in clause (3) above shall constitute a cure of the Registration Defaults described in clauses (i), (ii), ) and (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultabove.

Special Interest. Following the Securities Assumption, the holder of this Security shall be entitled to the benefits of a Registration Agreement to be dated as of the Securities Assumption Date, among Parent, Financing and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate that is 270 days after the Securities Assumption Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate that is 360 days after the Securities Assumption Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline later of the date that is 390 days after the Securities Assumption Date and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for its intended purpose without being succeeded by a post-effective amendment to such Original Securities, in accordance with and during the periods specified in, the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the Base Interest, stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall such rate exceed 1.00% per annum. Special Interest for more than one will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in the case of an event referred to in clause (ii) above, a Registration Default at any given time. Notwithstanding anything will not be deemed to have occurred so long as the contrary set forth herein, (1) upon filing of Issuer has used and is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaulteffective.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the Merger Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any such on or prior to the 180th day following the Merger Closing Date, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, or on or prior to the applicable Effectiveness Deadline90th day following the Company's obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), "SPECIAL INTEREST") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given timea rate of $0.192 per week per $1,000 principal amount of notes. Notwithstanding anything to the contrary set forth hereinforegoing, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the no Special Interest payable shall accrue during or with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iiiany suspension period referred to in Section 3(b)(iii) or (iv), as applicable, shall ceaseabove. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Company set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly immediately (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay to each Holder of interest rate borne on the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such the first Registration DefaultDefault shall be increased by one-half of one percent (0.5%) per annum, at a which interest rate (as increased aforesaid) will increase by an additional one-half of one percent (0.5%) per annum rate of 0.50% for the second 90-during each subsequent 90 day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required , up to pay Special Interest for more than a maximum increase of one Registration Default at any given timeand one-half percent (1.5%) per annum (all such interest increases referred to as "SPECIAL INTEREST"). Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest special interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The holder of this Security is entitled to the benefits of the Registration Rights Agreement dated February 23, 1999, among the Company, the Subsidiary Guarantors named therein (the "Subsidiary Guarantors") and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing Deadline90th day following the date of the original issuance of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline150th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline 180th day following the date of the original issuance of the Securities or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement have been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by 0.25% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.00% per annum. All accrued The Special Interest shall will be paid to the Holders entitled thereto, payable in the manner provided for the payment of interest cash semiannually in the Indenture, on arrears each Interest Payment Date, as more fully set forth in the Indenture March 1 and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultSeptember 1.

Special Interest. If The holder of this Senior Discount Note is entitled to the benefits of a Registration Agreement, dated as of January 25, 1999, among the Company, BCC and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadline120th day following the date of the original issuance of the Senior Discount Notes or the Shelf Registration Statement is 5 not filed on or prior to the 60th day following the date on which an obligation to file a Shelf Registration Statement arose, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline180th day following the date of the original issuance of the Senior Discount Notes, (iii) the Registered Exchange Offer has not been Consummated consummated on or prior to the Consummation Deadline later of the 45th day after the date on which the Exchange Offer Registration Statement was declared effective or the 210th day following the date of the original issuance of the Senior Discount Notes or the Shelf Registration Statement has not been declared effective on or prior to the 120th day following the date on which the obligation to file the Shelf Registration Statement arose, or (iv) any after the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Senior Discount Notes at any time that the Company and BCC are obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Senior Discount Notes) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the Accreted Value of the Senior Discount Notes; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by 0.25% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.00% per annum. All accrued The Special Interest shall will be paid to the Holders entitled thereto, payable in the manner provided for the payment of interest cash semiannually in the Indenture, on arrears each Interest Payment Date, as more fully set forth in the Indenture February 1 and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultAugust 1.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of [ ], among the Company and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. [In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing Deadline60th day following the date of the original issuance of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline120th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline 150th day following the date of the original issuance of the Securities, or (iv) any after the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the 127 4 Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum rate of equal to 0.50% for of the second 90-day period following principal amount of the occurrence of Securities; provided, however, that such Registration Default, at a rate per annum rate of 0.75shall increase by 0.25% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.50% per annum. All accrued The Special Interest shall will be paid to the Holders entitled thereto, payable in the manner provided for the payment of interest cash semiannually in the Indenture, on arrears each Interest Payment Date, as more fully set forth in the Indenture March 15 and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultSeptember 15.] 1/

Special Interest. If (ia) any Registration Statement required by to be filed pursuant to Section 2 or 3 of this Agreement is not filed with declared effective within the Commission on or prior to the applicable Filing Deadlinetimeframe required by this Agreement, (iib) any the Registered Exchange Offer is not completed by January 13, 2016, or (c) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has become effective, such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or Exchange Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia), (b) through and (iv)c) of this Section 4, a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected therebythen, as liquidated damages for such Registration Defaultdamages, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities and the Exchange Securities (in addition to the Base Interest, stated interest on the Securities and Exchange Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given time. Notwithstanding anything to the contrary set forth hereina rate of 0.25% per annum; provided, (1) upon filing of the Exchange Offer Registration Statement (and/orhowever, if applicable, the Shelf Registration Statement), in the case of that (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above), (ii) above, (3) upon Consummation the consummation of the Registered Exchange Offer, Offer (in the case of clause (b) above) or (iii) above, upon reinstatement of the effectiveness or (4) upon the filing resumption of a post-effective amendment the ability to the Registration Statement or an additional Registration Statement that causes use the Exchange Offer Registration Statement (and/or, if applicable, or the Shelf Registration Statement) Statement that had ceased to again be declared effective or made usable (in the case of clause (ivc) above), the Special Interest payable with respect to on the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasecease to accrue. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Parent set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for an Exchange Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly within ten business days of filing such post-effective amendment to such Registration Statement (except during any Blackout Period) (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of affected thereby special interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities affected thereby, as liquidated damages for held by such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% Holder for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of special interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of special interest of $.20 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, upon (1i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ia) above, (2ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, applicable the Shelf Registration Statement), in the case of (iib) above, (3iii) upon Consummation of the Exchange Offer, in the case of (iiic) above, or (4iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (ivd) above, the Special Interest special interest payable with respect to the Transfer Restricted Securities as a result of such clause (ia), (iib), (iiic) or (ivd), as applicable, shall cease. All accrued Special Interest special interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest special interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest special interest that has accrued with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with In the Commission event of the failure of the Company to procure, on or prior before July 12, 1996, a recognized financial institution with capital of not less than $10,000,000 organized under the laws of the Republic of Ireland which the Convertible Note Trustee may lawfully appoint as a Qualified Foreign Collateral Agent (as defined in Section 7.3 of the Indenture) (the "Procurement") with respect to Technocom Preferred Stock, any payments thereon and any property substituted therefor (the applicable Filing Deadline, "Subject Collateral") pursuant to an agreement under which such Qualified Foreign Collateral Agent will agree not to resign without the contemporaneous appointment of a successor Qualified Foreign Collateral Agent (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv"Prescribed Agreement"), a “Registration Default”)then, then commencing on July 12, 1996, the Company hereby agrees to shall pay to each Holder of Transfer Restricted Securities affected therebythe Notes Special Interest in an amount equal to 1% per annum on the principal amount at Stated Maturity of such Holder's Notes, as liquidated damages accruing for such Registration Default, special interest each day until the Procurement is made or Technocom or a successor is reorganized under the laws of Cyprus and a successor Qualified Foreign Collateral Agent has been appointed in respect of the Subject Collateral (“Special Interest”), in addition to the Base Interest, which "Reorganization") under a Prescribed Agreement. Such Special Interest shall accrue be payable in cash semi-annually in arrears at a per annum rate of 0.25% the times and in the manner provided for in the first 90-day period immediately following the occurrence of such Registration DefaultIndenture, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth hereinthis purpose, (1) upon filing Section 2.11 of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment Indenture shall be read to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special include as Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv)Payment Dates, as applicable, December 1, 1996 and June 1 and December 1 of each year commencing December 1, 1996. Such Special Interest shall cease. All cease to accrue upon the Procurement or the Reorganization taking place and all accrued and unpaid Special Interest shall be paid to each Holder of the Holders entitled Notes on the next Interest Payment Date with respect thereto. Special Interest, in the manner provided for the payment of interest as defined in the Indenture, on each may include Special Interest Payment Date, arising as more fully set forth a result of the occurrence of a "Registration Default" under the Registration Agreement (as defined in the Indenture Indenture). Except as expressly provided in this paragraph 4, Special Interest shall be treated as interest and the Notes. Notwithstanding the fact that any securities for date on which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest and payable shall be treated as an Interest Payment Date, for all purposes under this Note and the only remedy available to Holders for any Registration DefaultIndenture.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such (provided that if the Exchange Offer Registration Statement that cures such failure has been filed and that is itself declared effective promptly and the Exchange Offer is not thereafter permitted under applicable law or Commission policy, rule or regulation, this clause (iv) shall not result in a Registration Default if a Shelf Registration Statement is filed and declared effective prior to the Shelf Filing Deadline and the Shelf Effectiveness Deadline, respectively) (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages (which shall be the Holders’ sole remedy for such any Registration Default), special interest over and above the interest otherwise payable on the securities from and including the date on which any Registration Default shall occur and to but excluding the date on which such Registration Defaults have been cured (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a rate of (i) 0.25% per annum rate of 0.25% for from and including the first 90-date on which any Registration Default shall occur and to but excluding the 90th day period immediately following the occurrence of such Registration Default, at a (ii) 0.50% per annum rate of 0.50% for from and including the second 90-day period 91st day, and to and including the 180th day, immediately following the occurrence of such Registration Default, at a (iii) 0.75% per annum rate from and including the 181st day, and to and including the 270th day, immediately following the occurrence of 0.75such Registration Default, and (iv) 1.0% for per annum from and including the third 90-271st day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all to but excluding the date on which such Registration Defaults have Default has been cured; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special thereby additional interest (“"Special Interest”), ") in addition an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of special interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall immediately cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The holder of this Security is entitled ---------------- to the benefits of a Registration Rights Agreement, dated as of January 18, 2001, among the Company and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing Deadline60th day following the date of the original issuance of the Securities, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline120th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline 150th day following the date of the original issuance of the Securities, or (iv) any after the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by 0.25% for -------- ------- per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no -------- ------- ------- event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.00% per annum. All accrued The Special Interest shall will be paid to the Holders entitled thereto, payable in the manner provided for the payment of interest cash semiannually in the Indenture, on arrears each Interest Payment Date, as more fully set forth in the Indenture January 15 and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultJuly 15.

Special Interest. (a) If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, the Exchange Offer Registration Statement has not been filed with the Commission, (ii) any such on or prior to the 210th day following the original issue date of the Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, (iii) on or prior to the applicable Effectiveness Deadline240th day following the original issue date of the Securities, (iii) the Registered Exchange Offer has not been Consummated consummated, (iv) on or prior to the Consummation Deadline 60th day following the date the obligation to file the Shelf Registration Statement arises, the Shelf Registration Statement has not been filed with the Commission, (v) on or prior to the 150th day following the date the obligation to file arises, the Shelf Registration Statement has not been declared effective, or (ivvi) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (i) through (ivvi), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of shall such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultrate exceed 1.00% per annum.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement relating to the Notes (ithe "REGISTRATION RIGHTS AGREEMENT"). In the event that either (a) any we fail to file the Exchange Registration Statement required by this Agreement is not filed with or the Commission Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement) on or prior to before the applicable Filing Deadlinedate specified for such filing in the Registration Rights Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiib) the Exchange Registration Statement is not declared effective within 180 days after the closing of the sale of the Notes or the Shelf Registration Statement is not declared effective within 180 days from the date such Shelf Registration Statement is filed, (c) we fail to complete the Exchange Offer has not been Consummated on or prior to within the Consummation Deadline time frame specified in the Registration Rights Agreement, or (ivd) any the Exchange Registration Statement required by this Agreement or the Shelf Registration Statement is filed and declared effective but shall is thereafter cease either withdrawn or becomes subject to be an effective or fail to be usable for its intended purpose stop order suspending the effectiveness (except as specifically permitted in the Registration Rights Agreement) without being succeeded immediately by a post-effective amendment an additional registration statement which becomes effective, then we will pay special interest pursuant to provisions of the Registration Rights Agreement and the Notes to each holder of the Notes. Special interest will accrue from (i) the date specified for such filing, in the case of clause (a) above, (ii) the date specified for effectiveness in the case of clause (b) above, (iii) the date specified for completion of the Exchange Offer, in the case of clause (c) above, or (iv) the date such Exchange Offer Registration Statement that cures such failure and that is itself declared effective promptly or Shelf Registration Statement ceases to be effective, in the case of clause (d) above (each such event period referred to in clauses (i) through (iv) above an "Accrual Period"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a rate per annum rate of equal to 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration Default, at a per annum rate of Accrual Period; 0.50% for the second 90-day period following 90 days of the occurrence of such Registration Default, at a per annum rate of Accrual Period; 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Accrual Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing portion of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness Accrual Period of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation principal amount of the Exchange OfferNotes, determined daily. In each case such additional interest will be payable in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable cash semiannually in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, arrears on each Interest Payment DateApril 1 and October 1, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securitiescommencing April 1, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary2001, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultof record on the immediately preceding March 15 and September 15, respectively.

Special Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if (i) any Registration Statement required by this Agreement is the Exchange Offer has not filed with the Commission on or prior to the applicable Filing Deadlinebeen consummated, (ii) any such Registration Statement Shelf Registration, if required hereby, has not been declared effective by the Commission on SEC or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by Section 2 or 3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which . The Special Interest shall accrue on the principal amount of the Notes at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default (which rate will be increased by an additional 0.25% per annum rate of 0.50% for the second 90-each subsequent 90 day period following that such Special Interest continues to accrue, provided that the occurrence rate at which such Special Interest accrues may in no event exceed 1.00% per annum) (such Special Interest to be calculated by the Company); provided, however, that at the cure of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that relating to the particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, the Company shall in no event not be required obligated to pay Special Interest provided in Section 4(a)(ii) during a Shelf Suspension Period permitted by Section 3(a) hereof. The provisions for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall will be the only monetary remedy available to Holders for any Registration Defaultholders under this Agreement.

Special Interest. If The holder of this Senior Note is entitled to the benefits of a Registration Agreement, dated as of January 25, 1999, among the Company, BCC and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadline120th day following the date of the original issuance of the Senior Notes or the Shelf Registration Statement is not filed on or prior to the 60th day following the date on which an obligation to file a Shelf Registration Statement arose, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline180th day following the date of the original issuance of the Senior Notes, (iii) the Registered Exchange Offer has not been Consummated consummated on or prior to the Consummation Deadline later of the 45th day after 6 the date on which the Exchange Offer Registration Statement was declared effective or the 210th day following the date of the original issuance of the Senior Notes or the Shelf Registration Statement has not been declared effective on or prior to the 120th day following the date on which the obligation to file the Shelf Registration Statement arose, or (iv) any after the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Senior Notes at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Senior Notes) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Senior Notes; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by 0.25% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.00% per annum. All accrued The Special Interest shall will be paid to the Holders entitled thereto, payable in the manner provided for the payment of interest cash semiannually in the Indenture, on arrears each Interest Payment Date, as more fully set forth in the Indenture February 1 and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultAugust 1.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “"Registration Default”" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as thereby liquidated damages for such Registration Default, as special interest (“"Special Interest”), ") in addition to the Base Interest, an amount which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.50% for the second 90-day period following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that portion of the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timePeriod. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), or (5) once the Transfer Restricted Securities are eligible for resale under Rule 144(k) of the Act, as applicable, shall ceasecease (at which time the interest rate shall be restored to its initial rate). All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The Holder of this Security is entitled to the benefits of a Registration Agreement, dated as of October 24, 2003, between the Company and the Initial Purchasers named therein (as amended from time to time, the "Registration Agreement"). Capitalized terms used in this paragraph but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any the Shelf Registration Statement required by this Agreement is has not been filed with the Commission SEC on or prior to the applicable Filing DeadlineXxxxx 00, 0000, (iixx) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineJune 30, 2005, or (iii) after the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iviii) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest, if any, on the Base Interest, Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum rate of equal to 0.50% for of the second 90-day period following Accreted Value of the occurrence of Securities; provided, however, that such Registration Default, at a rate per annum rate of 0.75shall increase by 0.25% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i)1.00% per annum. Accrued Special Interest, (ii), (iii) or (iv), as applicableif any, shall cease. All be paid in cash in arrears semiannually on April 15 and October 15 in each year; and the amount of accrued Special Interest shall be paid to determined on the Holders entitled thereto, in basis of the manner provided for the payment number of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture days actually elapsed and the Notes. Notwithstanding the fact that any securities Accreted Value for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to each such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultday."

Special Interest. If The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of October 26, 2009, among the Company, the Subsidiary Guarantors named therein and the Initial Purchasers named therein (the “Registration Rights Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement nor the Shelf Registration Statement, as the case may be, is not filed with the Commission on or prior to the applicable Filing Deadlinedate which is 150 days following the date of the original issuance of the Securities, (ii) any such the Exchange Offer Registration Statement has or the Shelf Registration Statement, as the case may be, is not been declared effective by within 210 days after the Commission original issuance of the Securities, (iii) if the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 270 days after the date of the original issuance of Securities, (iv) if the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement, or designate an existing Automatic Shelf Registration Statement for the offer and sale of Restricted Securities in accordance with Section 2 of the Registration Rights Agreement, the Company or any Subsidiary Guarantor does not so file the Shelf Registration Statement on or prior to the applicable Effectiveness Deadline30th day after the Company’s obligation to file such Shelf Registration Statement arises, (iiiv) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any applicable Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail (at any time that the Company is obligated to be usable for its intended purpose maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by a post-effective amendment to such an additional Registration Statement filed and declared effective, provided that cures such failure and that is itself declared effective promptly 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (ivvi), a “Registration Default”), then the Company hereby agrees shall be obligated to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for Additional Interest from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% per annum on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of such a Registration Default, at a per annum and such rate of 0.50will increase by an additional 0.25% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; , provided that the Company shall maximum additional rate may in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultexceed 0.50% per annum.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement relating to the Notes (ithe "REGISTRATION RIGHTS AGREEMENT"). In the event that either (a) any the Company fails to file the Exchange Registration Statement required by this Agreement or the Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement) on or before the date specified for such filing in the Registration Rights Agreement, (b) the Exchange Registration Statement is not filed with declared effective within 180 days after the Commission on closing of the sale of the Notes or prior to the applicable Filing DeadlineShelf Registration Statement is not declared effective within 180 days from the date such Shelf Registration Statement is filed, (iic) any the Company fails to Consummate (as such term is defined in the Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiiRights Agreement) the Exchange Offer has not been Consummated on or prior to within the Consummation Deadline time frame specified in the Registration Rights Agreement, or (ivd) any the Exchange Registration Statement required by this Agreement or the Shelf Registration Statement is filed and declared effective but shall is thereafter cease either withdrawn or becomes subject to be an effective or fail to be usable for its intended purpose stop order suspending the effectiveness (except as specifically permitted in the Registration Rights Agreement) without being succeeded immediately by a post-effective amendment an additional registration statement which becomes effective, then the Company will pay special interest pursuant to provisions of the Registration Rights Agreement and the Notes to each holder of the Notes. Special interest will accrue from (i) the date specified for such filing, in the case of clause (a) above, (ii) the date specified for effectiveness in the case of clause (b) above, (iii) the date specified for completion of the Exchange Offer, in the case of clause (c) above, or (iv) the date such Exchange Offer Registration Statement that cures such failure and that is itself declared effective promptly or Shelf Registration Statement ceases to be effective, in the case of clause (d) above (each such event period referred to in clauses (i) through (iv) above an "ACCRUAL PERIOD"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a rate per annum rate of equal to 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration Default, at a per annum rate of Accrual Period; 0.50% for the second 90-day period following 90 days of the occurrence of such Registration Default, at a per annum rate of Accrual Period; 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Accrual Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided portion of the Accrual Period of the principal amount of the Notes, determined daily. In each case such additional interest will be payable in cash semiannually in arrears on each February 1 and August 1, commencing on August 1, 2001, to Holders of record on the immediately preceding January 15 and July 15, respectively. In the event that the Company shall in no event be special interest is required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to be paid, a notice which sets forth the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again special interest rate and other relevant details will be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.published by the

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the date a registration request is submitted under Section 2(a) or Section 3(a), the Demand Registration Statement or Shelf Registration Statement, as applicable, has not been filed with the Commission, (iib) any such on or prior to the 180th day following the date a registration request is submitted under Section 2(a) or Section 3(a) , the Demand Registration Statement or Shelf Registration Statement, as applicable, has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivc) any after either the Demand Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivc) a "REGISTRATION DEFAULT"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), "SPECIAL INTEREST") will accrue on the principal amount of the Securities (in addition to the Base Intereststated interest on the Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured; provided, which that in the event of the occurrence of a Registration Default specified in subsection (c), Special Interest shall not be payable for any period after May 25, 2003 during which the Registration Default occurs. Special Interest will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to The provisions of this Section 5 shall not constitute the contrary set forth herein, (1) upon filing exclusive remedy of the Exchange Offer Registration Statement (and/or, if applicableHolders for the Company's and the Guarantor's breach of this Agreement. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness Holders shall be entitled to specific performance of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture agreements and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect and the Guarantors hereunder and to such securities shall survive until such time other injunctive or other equitable relief as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment may be granted by a court of Special Interest shall be the only remedy available to Holders for any Registration Defaultcompetent jurisdiction.

Special Interest. If (ia) any Registration Statement required by to be filed pursuant to Section 2 or 3 of this Agreement is not filed with declared effective within the Commission on or prior to the applicable Filing Deadlinetimeframe required by this Agreement, (iib) any the Registered Exchange Offer is not completed by July 26, 2022, or (c) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has become effective, such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or Exchange Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia), (b) through and (iv)c) of this Section 4, a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected therebythen, as liquidated damages for such Registration Defaultdamages, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities and the Exchange Securities (in addition to the Base Interest, stated interest on the Securities and Exchange Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given time. Notwithstanding anything to the contrary set forth hereina rate of 0.25% per annum; provided, (1) upon filing of the Exchange Offer Registration Statement (and/orhowever, if applicable, the Shelf Registration Statement), in the case of that (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above), (ii) above, (3) upon Consummation the consummation of the Registered Exchange Offer, Offer (in the case of clause (b) above) or (iii) above, upon reinstatement of the effectiveness or (4) upon the filing resumption of a post-effective amendment the ability to the Registration Statement or an additional Registration Statement that causes use the Exchange Offer Registration Statement (and/or, if applicable, or the Shelf Registration Statement) Statement that had ceased to again be declared effective or made usable (in the case of clause (ivc) above), the Special Interest payable with respect to on the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasecease to accrue. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Company set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for an Exchange Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated on or prior to within 30 days after the Consummation Deadline date the Exchange Offer Registration Statement first becomes effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly within five Business Days following the date that such Registration Statement ceased to be effective or failed to be usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then Special Interest will accrue and be payable on the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to at the Base Interest, which Special Interest shall accrue at a rate of .50% per annum rate of 0.25% for from and including the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of date on which any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall have occurred to but excluding the date on which all Registration Defaults have been cured; provided that . If the Company shall in no event be required to pay has not consummated the Exchange Offer within 240 days after the Closing Date (or, if applicable, the Shelf Registration Statement has not become effective within 210 days following the Shelf Filing Deadline), the Special Interest for more than one will be increased by an additional .50% per annum and Special Interest will be payable at such increased rate from and including such date to but excluding the date on which the Company consummates the Exchange Offer or the Shelf Registration Default at any given timeStatement becomes effective. Special Interest shall be computed on the same basis as on the Notes (i.e., on the basis of a 360-day year of twelve 30-day months). Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of each of (ii) aboveabove and the second sentence of this paragraph, (3) upon Consummation of the Exchange Offer, in the case of each of (iii) aboveabove and the second sentence of this paragraph, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv) or (iv)the second sentence of this paragraph, as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, Global Note Holder on each Special Interest Payment Date in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the NotesNotes for the payment of interest. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(ii) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline with respect to the Exchange Offer Registration Statement, (ii) the Shelf Registration Statement, if required pursuant to Section 4(a)(i) or 4(a)(ii) hereof, has not become effective on or prior to the Consummation Deadline, (iii) the Company receives a Shelf Request pursuant to Section 4(a)(iii) and the Shelf Registration Statement required to be filed thereby has not become effective by 90 days after delivery of such Shelf Request, (iv) any the Shelf Registration Statement Statement, if required by this Agreement is filed Agreement, has become effective and declared effective but shall thereafter cease ceases to be effective or fail the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for its intended purpose without being succeeded more than 60 days (whether or not consecutive) in any 12-month period, or (v) the Shelf Registration Statement, if required by a postthis Agreement, has become effective and thereafter, on more than two occasions in any 12-effective amendment to such month period during the Shelf Effectiveness Period, the Shelf Registration Statement that cures such failure and that is itself declared ceases to be effective promptly or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement (each such event referred to in clauses (i) through (ivv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) on the Transfer Restricted Securities in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 0.50% per annum; provided provided, however, that (1) the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given timetime and (2) a Holder who has not submitted a Shelf Request with respect to a Shelf Registration Statement shall not be entitled to Special Interest with respect to a Registration Default relating to such Shelf Registration Statement. Notwithstanding anything A Registration Default ends when the Initial Notes cease to the contrary set forth hereinbe Transfer Restricted Securities or, if earlier, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of a Registration Default under clause (i) aboveof the definition thereof, when the Exchange Offer is Consummated, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of a Registration Default under clause (ii) aboveor clause (iii) of the definition thereof, when the Shelf Registration Statement becomes or is declared effective by the Commission or (3) upon Consummation of the Exchange Offer, in the case of a Registration Default under clause (iiiiv) aboveor clause (v) of the definition thereof, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, when the Shelf Registration Statement) to Statement again be declared becomes effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseProspectus again becomes usable. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture Indenture, the Initial Notes or the Exchange Notes to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.