Common use of Special Interest Clause in Contracts

Special Interest. If (i) the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on the principal amount of the Notes (in addition to the stated interest on the Notes) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease.

Special Interest. If The parties hereto agree that the Holders of the Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Exchange Offer Registration Statement or the Shelf a Registration Statement is not filed with the Commission on or prior to 90 days after the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this AgreementClosing Date, (ii) the Exchange Offer Registration Statement or the a Shelf Registration Statement has Statement, if applicable, is not been declared effective on or prior to 150 days after the Closing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Closing Date or (iv) a Registration Statement is filed and declared effective on or prior to 150 days after the Closing Date but shall thereafter cease to be effective or usable (at any time that the Company is obligated to maintain the effectiveness thereof) in connection with resales of Securities or New Securities without being succeeded immediately by the Commission a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") Special Interest will accrue on the principal amount of Securities and the Notes New Securities (in addition to the stated interest on the NotesSecurities and the New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.5% per annum during the 90-day period immediately following the occurrence of any the first such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth Holders in the Notes Indenturesame manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease. The parties hereto agree that the Special Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that may be incurred by Holders of Securities by reason of the occurrence of a Registration Default.

Special Interest. The holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of the date hereof, by and among the Company and the Purchasers named therein. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Exchange and Registration Rights Agreement. If (i) the Exchange Offer Registration Statement or is not filed with the Commission within 90 days following the Trigger Date, (ii) the Shelf Registration Statement is not filed with the Commission on within 30 days after, or prior is not declared effective within 150 days after, filing is required or requested pursuant to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Exchange and Registration Rights Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has Registration Statement is not been Consummated within 45 declared effective on or prior to 150 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or Trigger Date, (iv) any the Registered Exchange Offer is not consummated on or prior to 180 days after the Trigger Date, or (v) the Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales prior to the end of Transfer Restricted Securities the Shelf Registration Period (other than during a Suspension Period permitted under the periods required by this Agreement Exchange and Registration Rights Agreement) (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) (each such event referred to in clauses (i) through (ivv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees and the Guarantors will be jointly and severally obligated to pay Special Interest to each Holder holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on Notes, during the period of one or more such Registration Defaults, at the rate equal to $0.05 per week per $1,000 of principal amount at Maturity for the first 90 days during the period of the Notes (in addition to the stated interest on the Notes) from and including the date on which any one or more such Registration Defaults have occurred to but excluding the date on Defaults, which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and amount shall increase by 0.25% $0.05 per annum week per $1,000 of principal amount at the end of Maturity for each subsequent 90-day periodperiod during the continuance of one or more Registration Default, but until such time as no Registration Default is in no event shall effect (such rate exceed 1.5% per annum. The Company shall have no obligation amount equal to pay additional the “Special Interest”), up to a maximum amount of Special Interest in respect for all Registration Defaults of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default$0.192 per week per $1,000 of principal amount at Maturity. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth Holders in the same manner as interest payments on the Notes Indentureon semi-annual payment dates which correspond to interest payments for the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, the accrual of Special Interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such Transfer Restricted Securities will ceaseSpecial Interest.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11, 1997, 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) by the 150th day following the Issue Date, the Exchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the Issue Date, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement thereto (each such event referred to in clauses (i) through (iviii), a "REGISTRATION DEFAULT"“Registration Default”), interest will accrue on the Company hereby agrees applicable Securities (in addition to pay to stated interest on such Securities) which, except as provided below, shall be the sole and exclusive remedy for such Registration Default from and including the next day following each Holder of Transfer Restricted Securities such Registration Default. In each case such additional interest ("SPECIAL INTEREST"the “Special Interest”) will be payable in cash semiannually in arrears each June 1 and December 1, at a rate per annum equal to 0.25% of the principal amount of such Securities for each such Registration Default. The aggregate amount of Special Interest payable pursuant to the above provisions will in no event exceed 0.25% per annum of the principal amount of such Securities which, except as provided below, shall be the sole and exclusive remedy for such Registration Default. Upon (a) the filing of the Exchange Offer Registration Statement after the 150-day period described in clause (i) above, (b) the effectiveness of the Exchange Offer Registration Statement or the filing of the Shelf Registration Statement after the 180-day period described in clause (ii) above or (c) the consummation of the Exchange Offer for such Securities or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210-day period described in clause (iii) above, the Special Interest payable on such Securities as a result of the applicable Registration Default will cease to accrue. For purposes of the preceding sentence, the curing of a Registration Default by the means described in clause (b) above shall constitute a cure of the Registration Defaults described in clauses (i) and (ii) above, and the curing of a Registration Default by the means described in clause (c) above shall constitute a cure of the Registration Defaults described in clauses (i), (ii) and (iii) above. The Company will have no other liabilities for monetary damages with respect to the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Agreement, the holders shall be entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performance. In the event that a Shelf Registration Statement is declared effective pursuant to the paragraph preceding the immediately preceding paragraph, if the Company fails to keep such Registration Statement continuously effective for the period required by the Registration Agreement (except as specifically permitted therein), then from such time as the Shelf Registration Statement is no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective and (ii) the date that is the earliest of (x) the second anniversary of the Issue Date (or until the first anniversary of the effective date if the Shelf Registration Statement is filed at the request of the Initial Purchasers), (y) the time when the Securities registered thereunder can be sold by non-affiliates pursuant to Rule 144 under the Securities Act without any limitation under classes (c), (e), (f) and (h) of Rule 144, or (z) the date as of which all such Securities are sold pursuant to the Shelf Registration Statement, Special Interest shall accrue at a rate per annum equal to 0.25% of the principal amount of the Notes (in addition to Securities which, except as provided below, shall be the stated interest on the Notes) from sole and including the date on which any exclusive remedy for such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of be payable in cash semiannually in arrears each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annumJune 1 and December 1. The Company shall will have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest other liabilities for monetary damages with respect to an earlier the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Default. All accrued Special Interest Agreement, the holders shall be paid by entitled to, and the Company on each Interest Payment Date in accordance with shall not oppose the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securitiesgranting of, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceaseequitable relief, including injunction and specific performance.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of April 28, 2015, 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) on or prior to January 23, 2016, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to April 22, 2016 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of May 22, 2016 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If If: (i) the Exchange Offer any Registration Statement or the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreementapplicable Filing Deadline, (ii) the Exchange Offer Registration Statement or the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE")applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated within 45 days after 30 Business Days of the applicable Effectiveness Target Date with respect to the Exchange Offer Registration Statement Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement specified herein (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then the Company hereby jointly and severally agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on the affected thereby Special Interest in 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 Notes (in addition to Registration Default continues for the stated interest on the Notes) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the Special Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but 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 shall such rate exceed 1.5% per annum. The Company shall have no obligation be required to pay additional Special Interest in respect of any subsequent for more than one Registration Default so long as at any given time. Notwithstanding anything to the Company continues 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 accrue 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, in the case of (iv) above, the Special Interest payable with respect to an earlier Registration Defaultthe 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 to the Company Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date in accordance with the provisions applicable to the payment of interest Date, as more fully set forth in the Notes IndentureIndenture and the Initial Notes. Following Notwithstanding the cure of all Registration Defaults relating fact that any securities for which Special Interest are due cease to any particular be Transfer Restricted Securities, all obligations of the accrual of Company to pay Special Interest with respect to securities shall survive until such Transfer Restricted Securities will ceasetime as such obligations with respect to such securities shall have been satisfied in full.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 1, 2014, among 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) on or prior to August 28, 2015, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to November 26, 2015 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of December 26, 2015 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11, 1997, 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) by the 150th day following the Issue Date, the Exchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the Issue Date, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement thereto (each such event referred to in clauses (i) through (iviii), a "REGISTRATION DEFAULTRegistration Default"), interest will accrue on the Company hereby agrees applicable Securities (in addition to pay to stated interest on such Securities) which, except as provided below, shall be the sole and exclusive remedy for such Registration Default from and including the next day following each Holder of Transfer Restricted Securities such Registration Default. In each case such additional interest (the "SPECIAL INTERESTSpecial Interest") will be payable in cash semiannually in arrears each June 1 and December 1, at a rate per annum equal to 0.25% of the principal amount of such Securities for each such Registration Default. The aggregate amount of Special Interest payable pursuant to the above provisions will in no event exceed 0.25% per annum of the principal amount of such Securities which, except as provided below, shall be the sole and exclusive remedy for such Registration Default. Upon (a) the filing of the Exchange Offer Registration Statement after the 150-day period described in clause (i) above, (b) the effectiveness of the Exchange Offer Registration Statement or the filing of the Shelf Registration Statement after the 180-day period described in clause (ii) above or (c) the consummation of the Exchange Offer for such Securities or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210-day period described in clause (iii) above, the Special Interest payable on such Securities as a result of the applicable Registration Default will cease to accrue. For purposes of the preceding sentence, the curing of a Registration Default by the means described in clause (b) above shall constitute a cure of the Registration Defaults described in clauses (i) and (ii) above, and the curing of a Registration Default by the means described in clause (c) above shall constitute a cure of the Registration Defaults described in clauses (i), (ii) and (iii) above. The Company will have no other liabilities for monetary damages with respect to the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Agreement, the holders shall be entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performance. In the event that a Shelf Registration Statement is declared effective pursuant to the paragraph preceding the immediately preceding paragraph, if the Company fails to keep such Registration Statement continuously effective for the period required by the Registration Agreement (except as specifically permitted therein), then from such time as the Shelf Registration Statement is no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective and (ii) the date that is the earliest of (x) the second anniversary of the Issue Date (or until the first anniversary of the effective date if the Shelf Registration Statement is filed at the request of the Initial Purchasers), (y) the time when the Securities registered thereunder can be sold by non-affiliates pursuant to Rule 144 under the Securities Act without any limitation under classes (c), (e), (f) and (h) of Rule 144, or (z) the date as of which all such Securities are sold pursuant to the Shelf Registration Statement, Special Interest shall accrue at a rate per annum equal to 0.25% of the principal amount of the Notes (in addition to Securities which, except as provided below, shall be the stated interest on the Notes) from sole and including the date on which any exclusive remedy for such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of be payable in cash semiannually in arrears each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annumJune 1 and December 1. The Company shall will have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest other liabilities for monetary damages with respect to an earlier the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Default. All accrued Special Interest Agreement, the holders shall be paid by entitled to, and the Company on each Interest Payment Date in accordance with shall not oppose the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securitiesgranting of, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceaseequitable relief, including injunction and specific performance.

Special Interest. If The Holder of this Security is entitled to the benefits of the Registration Rights Agreement dated September 21, 2010, 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed (or confidentially submitted) with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement180th day following the original issue date, (ii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 360th day following the original issue date, or (iii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted the Securities during at any time that the periods required by this Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iviii) above being referred to herein as a “Registration Default”), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"the “Special Interest”) shall accrue on the principal amount of the Notes Securities affected by such Registration Default (in addition to the stated interest on the NotesSecurities) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue , at a rate of equal to 0.25% per annum of the principal amount of the Securities during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50.75% per annum. The Company shall have no obligation to pay additional Special Interest will be payable in cash semiannually in arrears each January 21 or July 21 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 of or in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest principal, interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture 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) imposed, levied, collected, withheld or assessed (“Taxes”) 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. If the Company is required to make any withholding or deduction described in the preceding sentence with respect to any payment made in respect of the Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Note in the case of the Holder, or pursuant to Section 607 of the Indenture, in the case of the Trustee, in the 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 (x) the 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, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders of the Notes by the Trustee, except to the extent that the Holders 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) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a Holder or beneficial owner who is liable for taxes, duties, fines, penalties, assessments or other governmental charges 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) to the extent the Chilean tax giving rise to such Additional Amounts would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to provide any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with Chile or to make other similar claim or exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to provide such applicable certification, documentation or information or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any taxes, duties, fines, penalties, assessments or other governmental charges which are payable other than by deduction or withholding from payments of principal of or interest on this Note or by direct payment by the Company in respect of claims made against the Company, as the case may be; (vi) any withholding or deduction imposed on a payment to an earlier Registration Defaultindividual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vii) any tax, assessment or other governmental charge which would have been avoided by a Holder presenting the relevant note (if presentation is required) or requesting that such payment be made to another Paying Agent in a member state of the European Union; or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). All accrued Special Interest In addition, no Additional Amounts shall be paid by with respect to any payment to any Holder who is a fiduciary or a partnership or other than the Company on each Interest Payment Date in accordance with the provisions applicable sole beneficial owner of this Note to the payment of interest set forth in extent that the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest beneficiary or settlor with respect to such Transfer Restricted Securities will ceasefiduciary, 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, premium and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable as set forth herein. 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 Indenture, or be valid or obligatory for any purpose.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of August 6, 2012, 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) on or prior to May 3, 2013, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to August 1, 2013 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of August 31, 2013 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated July 22, 2014, 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed (or confidentially submitted) with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement180th day following the original issue date, (ii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 360th day following the original issue date, or (iii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted the Securities during at any time that the periods required by this Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iviii) above being referred to herein as a “Registration Default”), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"the “Special Interest”) shall accrue on the principal amount of the Notes Securities affected by such Registration Default (in addition to the stated interest on the NotesSecurities) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue , at a rate of equal to 0.25% per annum of the principal amount of the Securities during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50.75% per annum. The Company shall have no obligation to pay additional Special Interest will be payable in cash semiannually in arrears each February 1 or August 1 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 any subsequent Registration Default so long as the Company continues to accrue Special Interest principal, interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture 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 the Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Note in the case of the Holder, or pursuant to Section 607 of the Indenture, in the case of the Trustee, in the 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 (x) the 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, the date on which, the full amount having been so received and notice to that effect shall have been given to the Holders of the Notes by the Trustee, except to the extent that the Holders 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) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if 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) to the extent the Chilean tax giving rise to such Additional Amounts would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to provide any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with Chile or to make other similar claim or exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to provide such applicable certification, documentation or information 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 of or interest on this Note or by direct payment by the Company in respect of claims made against the Company, as the case may be; (vi) any withholding or deduction imposed on a payment to an earlier Registration Defaultindividual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vii) 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 another Paying Agent in a member state of the European Union; or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). All accrued Special Interest In addition, no Additional Amounts shall be paid by with respect to any payment to any Holder who is a fiduciary or a partnership or other than the Company on each Interest Payment Date in accordance with the provisions applicable sole beneficial owner of this Note to the payment of interest set forth in extent that the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest beneficiary or settlor with respect to such Transfer Restricted 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, premium and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable as set forth herein. If Additional Amounts actually paid with respect to this Note pursuant to the preceding 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, and, as a result thereof, such Holder is entitled under the law of such Taxing Authority to make a claim for a refund or credit of such Taxes, then such Holder shall, by accepting this Note, 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 may have. However, by making such assignment, the Holder makes no representation or warranty that the Company will ceasebe entitled to receive such claim for refund or credit and incurs no other obligation (including, for the avoidance of 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 Indenture, or be valid or obligatory for any purpose.

Special Interest. The holder of this Security is entitled to the ---------------- benefits of an Exchange and Registration Rights Agreement, dated as of May 22, 1998, among the Company, 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. If (i) the Shelf Registration Statement or Exchange Offer Registration Statement or Statement, as applicable under the Shelf Registration Statement Agreement, is not filed with the Commission on or prior to 90 days after the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this AgreementIssue Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has Statement, as the case may be, is not been declared effective by within 180 days after the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE")Issue Date, (iii) the Registered Exchange Offer has is not been Consummated within 45 consummated on or prior to 210 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement Issue Date, or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective within 180 days after the Issue Date but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during (at any time that the periods required Company is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by this Agreement an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest (the "SPECIAL INTERESTSpecial ------- Interest") shall accrue on the principal amount of the Notes Securities affected by -------- such Registration Default (in addition to the stated interest on the NotesSecurities) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will shall accrue at a rate per annum equal to 0.25% of 0.25the principal amount of the Transfer Restricted Securities for each Registration Default. The aggregate amount of Special Interest payable shall in no event exceed 1.00% per annum during of the 90-day period immediately following principal amount of the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration DefaultSecurities. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth holders in the Notes Indenturesame manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, the accrual of Special Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such Special Interest. For purposes of the foregoing, "Transfer Restricted Securities" means (i) each Initial Security until the date on which such Initial Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Initial Security or Private Exchange Security until the date on which such Initial Security or Private Exchange Security has been effectively registered under the Securities will ceaseAct and disposed of in accordance with a Shelf Registration Statement or (iii) each Initial Security or Private Exchange Security until the date on which such Initial Security or Private Exchange Security is distributed to the public pursuant to Rule 144 under the Securities Act or is salable pursuant to Rule 144(k) under the Securities Act.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of October 30, 2006, 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) on or prior to January 28, 2007, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to May 28, 2007, neither the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this AgreementExchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iiiii) on or prior to July 7, 2007, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of June 27, 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement Statement, as the case may be, is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, which is 90 days following the date of this Agreementthe original issuance of the Securities, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has Statement, as the case may be, is not been declared effective by within 180 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 210 days after the date of the original issuance of Securities, (iv) if the Company is required to file the Shelf Registration Statement in accordance with Section 2 of the Registration Agreement, the Company does not so file the Shelf Registration Statement on or prior to the date specified for 30th day after the Company's obligation to file such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE")Shelf Registration Statement arises, (iiiv) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer applicable Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or usable in connection with resales of Transfer Restricted Securities being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period, or (vi) the periods required by this referred to in the second paragraph of Section 2(b) of the Registration Agreement exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (ivvi), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest (the "SPECIAL INTERESTSpecial Interest") on the principal amount of the Notes shall accrue (in addition to the stated interest on the NotesSecurities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.25% per annum during on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but provided that the maximum additional rate may in no event shall such rate exceed 1.50.50% per annum. The Company shall have no obligation to pay additional Special Interest will be payable in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on cash semiannually in arrears each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceaseJanuary 1 and July 1.

Special Interest. If (i) In the Exchange Offer Registration Statement or event that (A) the Shelf Registration Statement is not filed with Company and the Commission Guarantors fail to file any of the registration statements required by this Agreement on or prior to before the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreementfiling, (iiB) the Exchange Offer Registration Statement or the Shelf Registration Statement has any of such registration statements is not been declared effective by the Commission SEC on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"“Effectiveness Target Date”), (iiiC) the Company and the Guarantors fail to consummate the Exchange Offer has not been Consummated within 45 days after 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (ivD) 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 usable in connection with resales of Transfer Restricted Entitled Securities during the periods required by specified in this Agreement (each such event referred to in clauses (iA) through (ivD) above, a “Registration Default”), a "REGISTRATION DEFAULT"), then the Company hereby agrees to and the Guarantors will pay Special Interest to each Holder holder of Transfer Restricted Entitled Securities additional interest ("SPECIAL INTEREST") on the principal amount of the Notes (in addition to the stated interest on the Notes) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which until all such Registration Defaults have been curedcured (“Special Interest”). Special Interest will accrue at a rate of 0.25% per annum during With respect to the first 90-day period immediately following the occurrence of any the first Registration Default and shall increase by Default, Special Interest will be paid in an amount equal to 0.25% per annum at of the end principal amount of Entitled Securities outstanding. The amount of the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such rate exceed 1.5up to a maximum amount of Special Interest for all Registration Defaults of 1.0% per annum. The Company shall have no obligation to pay additional Special Interest in respect annum of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Defaultprincipal amount of the Entitled Securities outstanding. All accrued Special Interest shall will be paid by the Company and the Guarantors on each Interest Payment Date in accordance with the provisions applicable next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of Certificated Notes by wire transfer to the payment of interest set forth in the Notes Indentureaccounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement relating to the Notes, dated as of August 3, 1999, between the Company and the Initial Purchasers party thereto (ithe "Registration Rights Agreement"). In the event that either (a) the Company fails to file the Exchange Registration Statement 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 declared effective within 150 days after the closing of the sale of the Notes or the Shelf Registration Statement is not declared effective within 90 days from the date such Shelf Registration Statement is filed, (c) the Company fails to complete the Exchange Offer within the specified time frame, or (d) the Exchange Registration Statement or the Shelf Registration Statement is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall is thereafter cease either withdrawn or becomes subject to be an effective or usable stop order suspending the effectiveness (except as specifically permitted in connection with resales of Transfer Restricted Securities during the periods required Registration Rights Agreement) without being succeeded immediately by this Agreement an additional registration statement which becomes effective (each such event referred to in clauses (ia) through (iv)d) above, a "REGISTRATION DEFAULTRegistration Default"), then the Company hereby agrees will pay Special Interest pursuant to pay provisions of the Registration Rights Agreement and the Notes to each Holder holder of Transfer Restricted Securities additional the Notes. Special interest ("SPECIAL INTEREST") on the will accrue at a rate per annum equal to $.05 per week per $1,000 principal amount at maturity of the Notes (in addition for the first 90 days immediately following the occurrence of the Registration Default, increasing by an additional $.05 per week per $1,000 principal amount at maturity of the Notes with respect to the stated interest on the Notes) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which each subsequent 90-day period until all such Registration Defaults have been cured. , up to a maximum amount of Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of for all Registration Defaults relating of $.50 per week per $1,000 principal amount at maturity of Notes. In each case such additional interest will be payable in cash semiannually in arrears on each February 1 and August 1, commencing February 1, 2000, to any particular Transfer Restricted SecuritiesHolders of record on the immediately preceding January 15 and July 15, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceaserespectively.

Special Interest. If (ia) on or prior to the 60th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (b) on or prior to the 210th day following the original issue date specified for such filing in Section 3(a) or Section 4(a)of the Securities, respectively, of this Agreementneither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission, (iic) on or prior to the 240th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement has been consummated nor has the Shelf Registration Statement been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities or New Securities in accordance with and during the periods required by specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTERESTSpecial Interest") will accrue on the principal amount of the Notes Transfer Restricted Securities then outstanding (in addition to the stated interest on the NotesSecurities and New Securities) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest in respect All obligations of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by and the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest Guarantors set forth in the Notes Indenture. Following the cure of all Registration Defaults relating preceding paragraph that are outstanding with respect to any particular Transfer Restricted Securities, Security at the accrual of Special Interest time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Transfer Restricted Securities will ceaseSecurity have been satisfied in full.

Special Interest. If (ia) on or prior to the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (b) on or prior to the 180th day following the original issue date specified for such filing in Section 3(a) or Section 4(a)of the Securities, respectively, of this Agreementneither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iic) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been con- summated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities or New Securities in accordance with and during the periods required by specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a "REGISTRATION DEFAULT"(“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Securities and the New Securities (in addition to the stated interest on the NotesSecurities and New Securities) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest in respect All obligations of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by and the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest Guarantors set forth in the Notes Indenture. Following the cure of all Registration Defaults relating preceding paragraph that are outstanding with respect to any particular Transfer Restricted Securities, Security at the accrual of Special Interest time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Transfer Restricted Securities will ceaseSecurity have been satisfied in full.

Special Interest. If the Company has not (i) filed the Exchange Offer Initial Registration Statement by the Filing Date or the Shelf Registration Statement is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement, (ii) effected the Exchange Offer Registration Statement or registration of the Shelf Registration Statement has not been declared effective Registrable Shares by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement (each such event referred to in clauses (i) through and (ivii), a "REGISTRATION DEFAULT")“Registration Default”) or (iii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Company hereby agrees Holders are otherwise not permitted to pay utilize the Prospectus therein to each Holder resell such Registrable Securities, for more than 20 consecutive calendar days or more than an aggregate of Transfer Restricted Securities additional interest 35 calendar days ("SPECIAL INTEREST"which need not be consecutive calendar days) on the principal amount during any 12-month period (any such failure or breach under clause (iii) being referred to as a “Lapse Event” and, for purpose of the Notes clause (in addition to the stated interest on the Notesiii) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-20 or 35 calendar day period, but as applicable, is exceeded being referred to as “Event Date”), then the Company shall pay to the Investors interest (“Special Interest”), not as a penalty, in an amount, with respect to clauses (i) and (ii) per annum equal to 0.15% of such Investor’s Purchase Price for each day that the Registration Default continues and, with respect to clause (iii), on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to 0.15% of such Investor’s Purchase Price; provided, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time and in no event shall the maximum aggregate liquidated damages payable to an Investor under this Section 9(e) exceed 4% of such rate exceed 1.5% per annumInvestor’s Purchase Price. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent A Registration Default so long as ends upon termination of the Company continues to accrue Special Interest Registration Period or, if earlier, (x) in the case of a Registration Default under clause (i) of the definition thereof, when the Initial Registration Statement is filed with respect to an earlier the Commission or (y) in the case of a Registration DefaultDefault under clause (ii) of the definition thereof, when the Initial Registration Statement becomes or is declared effective by the Commission. All accrued Special Interest shall be paid by the Company to each Investor on each Interest Payment Date a quarterly basis to an account designated in accordance with writing by such Investor. Notwithstanding anything contained herein to the provisions applicable to contrary, the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect shall be the only remedy available to such Transfer Restricted Securities will ceasethe Investor for any Registration Default.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement relating to the Notes, dated as of August 3, 1999, between the Company and the Initial Purchasers party thereto (ithe "Registration Rights Agreement"). In the event that either (a) the Company fails to file the Exchange Registration Statement 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 declared effective within 150 days after the closing of the sale of the Notes or the Shelf Registration Statement is not declared effective within 90 days from the date such Shelf Registration Statement is filed, (c) the Company fails to complete the Exchange Offer within the specified time frame, or (d) the Exchange Registration Statement or the Shelf Registration Statement is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall is thereafter cease either withdrawn or becomes subject to be an effective or usable stop order suspending the effectiveness (except as specifically permitted in connection with resales of Transfer Restricted Securities during the periods required Registration Rights Agreement) without being succeeded immediately by this Agreement an additional registration statement which becomes effective (each such event referred to in clauses (ia) through (iv)d) above, a "REGISTRATION DEFAULTRegistration Default"), then the Company hereby agrees will pay Special Interest pursuant to pay provisions of the Registration Rights Agreement and the Notes to each Holder holder of Transfer Restricted Securities additional the Notes. Special interest ("SPECIAL INTEREST") on the will accrue at a rate per annum equal to $.05 per week per $1,000 principal amount of the Notes (in addition for the first 90 days immediately following the occurrence of the Registration Default, increasing by an additional $.05 per week per $1,000 principal amount of the Notes with respect to the stated interest on the Notes) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which each subsequent 90-day period until all such Registration Defaults have been cured. , up to a maximum amount of Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of for all Registration Defaults relating of $.50 per week per $1,000 principal amount of Notes. In each case such additional interest will be payable in cash semiannually in arrears on each February 1 and August 1, commencing February 1, 2000, to any particular Transfer Restricted SecuritiesHolders of record on the immediately preceding January 15 and July 15, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceaserespectively.

Special Interest. The holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of September 20, 2000, by and among the Company, the Guarantors and the Purchasers named therein. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Exchange and Registration Rights Agreement. If (i) the Shelf Registration Statement or Exchange Offer Registration Statement or Statement, as applicable, under the Shelf Exchange and Registration Statement Rights Agreement, is not filed with the Commission on or prior to 90 days after the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this AgreementTrigger Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has Statement, as the case may be, is not been declared effective by the Commission on or prior to 150 days after the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE")Trigger Date, (iii) the Registered Exchange Offer has is not been Consummated within 45 consummated on or prior to 180 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement Trigger Date, or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective on or prior to 150 days after the Trigger Date but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during (at any time that the periods required Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 45 days by this Agreement an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees and the Guarantors will be jointly and severally obligated to pay Special Interest to each Holder holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on Notes, during the principal period of one or more such Registration Defaults, in an amount equal to 0.5% per annum, which amount shall increase to 1.0% per annum after the first 120-day period following the occurrence of the Notes (in addition to first Registration Default, for the stated interest on the Notes) period from and including the date on of occurrence of the first Registration Default until such time as no Registration Default is in effect (such amount equal to the "SPECIAL Interest") (after which any such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annumcease to be payable). The Company Trustee shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest responsibility with respect to an earlier Registration Default. All accrued the determination of the amount of any such Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceaseInterest.

Special Interest. If The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of February 12, 2003, among the Company, the Subsidiary Guarantors named therein 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement Statement, as the case may be, is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, which is 90 days following the date of this Agreementthe original issuance of the Securities, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has Statement, as the case may be, is not been declared effective by within 180 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 210 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 in accordance with Section 2 of the Registration Agreement, the Company or any Subsidiary Guarantor does not so file the Shelf Registration Statement on or prior to the date specified for 30th day after the Company's obligation to file such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE")Shelf Registration Statement arises, (iiiv) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer applicable Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or usable being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period, or (vi) any Suspension Periods exceed, in connection with resales of Transfer Restricted Securities the aggregate, 75 days during the periods required by this Agreement any 365-day period (each such event referred to in clauses (i) through (ivvi), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees shall be obligated to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on the principal amount of the Notes (in addition to the stated interest on the Notes) Additional Interest from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.25% per annum during on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but provided that the maximum additional rate may in no event shall such rate exceed 1.50.50% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of November 14, 2013, 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) on or prior to August 11, 2014, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to November 9, 2014 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of December 9, 2014 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If (i) the Exchange Offer any Registration Statement or the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreementapplicable Filing Deadline, (ii) the Exchange Offer Registration Statement or the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement applicable Effectiveness Deadline (the "EFFECTIVENESS TARGET DATE"), (iii) the Company and the Current Guarantors fail to Consummate the Exchange Offer has not been Consummated within 45 business days after following the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement specified herein (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Company and the Current Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on the affected thereby Special Interest in an amount equal to US$.05 per week per US$1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Notes (in addition to Registration Default continues for the stated interest on the Notes) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the Special Interest shall increase by 0.25% an additional US$.05 per annum at the end week per US$1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Special Interest of US$.50 per week per US$1,000 in principal amount of Transfer Restricted Securities; PROVIDED that the Company and the Current Guarantors shall in no event shall such rate exceed 1.5% per annum. The Company shall have no obligation be required to pay additional Special Interest in respect of any subsequent for more than one Registration Default so long as at any given time. Notwithstanding anything to the Company continues 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 accrue 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 an earlier Registration Defaultthe 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 to the Company Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date in accordance with the provisions applicable to the payment of interest Date, as more fully set forth in the Notes IndentureIndenture and the Notes. Following Notwithstanding the cure of all Registration Defaults relating fact that any securities for which Special Interest is due cease to any particular be Transfer Restricted Securities, all obligations of the accrual of Company and the Current Guarantors to pay Special Interest with respect to securities shall survive until such Transfer Restricted Securities will ceasetime as such obligations with respect to such securities shall have been satisfied in full.

Special Interest. If The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of January 11, 2005, among the Company, the Subsidiary Guarantors named therein 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement Statement, as the case may be, is not filed with the Commission on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, which is 90 days following the date of this Agreementthe original issuance of the Securities, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has Statement, as the case may be, is not been declared effective by within 180 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 210 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 in accordance with Section 2 of the Registration Agreement, the Company or any Subsidiary Guarantor does not so file the Shelf Registration Statement on or prior to the date specified for 30th day after the Company's obligation to file such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE")Shelf Registration Statement arises, (iiiv) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer applicable Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or usable being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period, or (vi) any Suspension Periods exceed, in connection with resales of Transfer Restricted Securities the aggregate, 75 days during the periods required by this Agreement any 365-day period (each such event referred to in clauses (i) through (ivvi), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees shall be obligated to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on the principal amount of the Notes (in addition to the stated interest on the Notes) Additional Interest from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.25% per annum during on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but provided that the maximum additional rate may in no event shall such rate exceed 1.50.50% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease.

Special Interest. If (ia) on or prior to the 90th day following the Triggering Date, the Exchange Offer Registration Statement or the Shelf Registration Statement is has not been filed with the Commission or on or prior to the date specified for such filing in Section 3(a) or Section 4(a)90th day after the obligation to file the Shelf Registration Statement has arisen, respectively, of this Agreementthe Shelf Registration Statement has not been filed with the Commission, (iib) on or prior to the 180th day following the Triggering Date, the Exchange Offer Registration Statement has not been declared effective by the Commission, (c) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been consummated, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities Notes or New Notes in accordance with and during the periods required by specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") will accrue on the principal amount of the Notes and the New Notes (in addition to the stated interest on the Notes and New Notes) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Notwithstanding anything to the contrary contained herein, no Special Interest will accrue or be payable (i) if the Company shall have has no obligation to pay additional Special Interest in respect of any subsequent file a Registration Default so long as the Company continues Statement pursuant to accrue Special Interest this Registration Rights Agreement or (ii) with respect to an any period following the earlier Registration Defaultto occur of (x) the second anniversary of the Original Issuance Date or (y) the date on which the Notes may be sold or transferred pursuant to Rule 144(k) under the Act (or any similar provision then in force). All accrued Any amounts of Special Interest due pursuant to this Section 4 will be payable in cash or in PIK Notes (as defined in the Senior Notes Indenture) as provided in the Senior Notes Indenture on the regular interest payment dates with respect to the Notes. The amount of Special Interest will be determined by multiplying the applicable Special Interest rate by the principal amount of the Notes entitled to Special Interest and further multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The Special Interest shall be paid by the exclusive remedy available to the Holders for Registration Defaults. In no event shall the Company on each be required to pay Special Interest Payment Date in accordance with excess of the provisions applicable to rates set forth above, regardless of whether one or multiple Registration Defaults exist at the payment same time. All obligations of interest the Company set forth in the Notes Indenture. Following the cure of all Registration Defaults relating preceding paragraphs that are outstanding with respect to any particular Transfer Restricted Securities, Note at the accrual of Special Interest time such Note is exchanged for a New Note shall survive until such time as all such obligations with respect to such Transfer Restricted Securities will ceaseNote have been satisfied in full.

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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission on or prior to the 60th day following the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreementthe original issuance of the Securities, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th day following the date of the original issuance of the Securities, (iii) 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 150th day following the date specified for such effectiveness in Section 3(a) or Section 4(a)of the original issuance of the Securities, respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement 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 usable in connection with resales of Transfer Restricted the Securities during at any time that the periods required by this Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iv), ) above being referred to herein as a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest (the "SPECIAL INTERESTSpecial Interest") on the principal amount of the Notes shall accrue (in addition to the stated interest on the NotesSecurities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue , at a rate of per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at from and including the end of 91st day after the first such Registration Default (and each subsequent 90-successive 91st day periodthereafter) unless and until all Registration Defaults have been cured; provided further, but however, that in no event shall such the Special Interest accrue at a rate exceed 1.5in excess of 1.00% per annum. The Company shall have no obligation to pay additional Special Interest will be payable in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on cash semiannually in arrears each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceaseJanuary 15 and July 15.

Special Interest. If (i) the Exchange Offer Registration Statement Company and the Guarantors fail to file within 60 days, or the Shelf Registration Statement is not filed with the Commission on or prior cause to the date specified for such filing in Section 3(a) or Section 4(a)become effective within 135 days, respectively, of this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (ii) the Company and the Guarantors are obligated to file the Shelf Registration Statement and such Shelf Registration Statement is not filed within 45 days, or declared effective within 120 days of the Shelf Notice or (iii) the Company and the Guarantors fail to consummate the Exchange Offer within 45 days of the Effectiveness Date 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 usable in connection with resales of Transfer Restricted Registrable Securities during the periods required by this Agreement for a period in excess of 30 days (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT" and the date of such event, the "REGISTRATION DEFAULT DATE"), the Company and the Guarantors hereby agrees agree to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") to each Holder of Registrable Securities (in the case of a Registration Default described in clause (i) or (iii) above) or to each Holder of Registrable Securities the resale of which is covered or intended to be required by this Agreement to be covered by such Registration Statement (in the case of a Registration Default described in clause (ii) or (iv) above) with respect to the first 90-day period (or portion thereof) commencing on the principal Registration Default Date, in an amount of the Notes equal to 0.5% per annum (in addition to the stated interest on the Notes) from and including while the date on which any such Registration Defaults have occurred to but excluding Default continues. The amount of the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25shall increase by an additional 0.5% per annum during the each additional 90-day period immediately following the occurrence (or a portion thereof) up to a maximum amount of any Registration Default and shall increase by 0.25% per annum at the end Special Interest of each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company and the Guarantors on each Special Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth Holders in the same manner that regular interest on the Notes is paid pursuant to the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the The accrual of Special Interest with respect to such Transfer Restricted Registrable Securities will ceasecease on the date that the Registration Default is cured relating to such Registrable Securities. The amount of Special Interest will be determined by multiplying the applicable Special Interest rate by the principal amount of such Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any such Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. The parties hereto agree that the Special Interest provided in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders by reason of the failure of the Exchange Offer Registration Statement or Shelf Registration Statement to be filed, declared effective or to remain effective, as the case may be.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of March 22, 2016, 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) on or prior to December 17, 2016, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to March 17, 2017 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of April 16, 2017 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 19, 2011, among 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) on or prior to July 18, 2011, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to October 16, 2011 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of November 15, 2011 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If The holder of this Security is entitled to the ----------------- benefits of a Registration Agreement, dated as of May 21, 1997, among the Company , the Initial Subsidiary Guarantors 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission by July 21, 1997, (ii) neither the Exchange Offer Registration Statement has been declared effective nor the Shelf Registration Statement has been filed by September 18, 1997, (iii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the date specified for such filing in Section 3(aOctober 20, 1997, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted the Securities during at any time that the periods required by this Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iv), ) above being referred to herein as a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTERESTSpecial Interest") will accrue on the principal amount of the Notes -------------------- ---------------- this Security (in addition to the stated interest on the Notesdescribed in subsection (a) above) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will shall accrue at a rate of 0.250.5% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of with respect to each subsequent 90-day period, but in no event shall such Special Interest accrue at a rate exceed 1.5in excess of 1.50% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest annum with respect to an earlier all Registration DefaultDefaults. All accrued Special Interest shall will be paid by the Company on each Interest Payment Date in accordance with the provisions applicable payable to the payment of interest set forth holder hereof in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasesame manner as interest under subsection (a) above.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of August 1, 2012, among 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) on or prior to April 28, 2013, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to July 27, 2013 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of August 26, 2013 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 29, 2015, 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) on or prior to October 26, 2015, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to January 24, 2016 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of February 23, 2016 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated May 8, 2001, among the Issuer, Polska Telefonia Cyfrowa Sp. z o.o. (ithe "Guarantor") and the Initial Purchasers (the "Registration Rights Agreement"). In the event that (a) the Exchange Offer Registration Statement or (as defined in the Shelf Registration Statement Rights Agreement) is not filed with the U.S. Securities and Exchange Commission (or the Exchange Offer Registration Statement is not submitted to the Securities Board of The Netherlands (the "Securities Board")) on or prior to the 90th calendar day following the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreementoriginal issuance of the Notes, (iib) the Exchange Offer Registration Statement is not declared effective prior to the 150th day following the date of original issuance of the Notes or (c) the Exchange Offer is not consummated or a Shelf Registration Statement has (as defined in the Registration Rights Agreement) with respect to the Notes is not been declared effective by (or the Commission Securities Board does not grant a dispensation with respect to such Shelf Registration Statement) on or prior to the 180th day following the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (original issuance of the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement Notes (each such event referred to in clauses (ia) through (iv)c) above, a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on the principal amount of the Notes shall accrue (in addition to the stated interest on the Notes) from and including the date on which any next day following such Registration Defaults have occurred to but excluding Default. In each case such additional interest (the "Special Interest") shall be payable in cash semiannually in arrears each January 31 and July 31 of each year, commencing on the first such date on which all such following any Registration Defaults have been cured. Special Interest will accrue Default, at a rate of 0.25% per annum during equal to 0.50% of the principal amount of the Notes (determined daily) with respect to the first 90-day period immediately following the occurrence such Registration Default. Such amount of any Registration Default and shall Special Interest will increase by 0.25an additional 0.50% per annum at the end to a maximum of 1.50% per annum for each subsequent 90-day period, but in no event shall period until such rate exceed 1.5% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Defaulthas been cured. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following Upon the cure of all any Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Default Special Interest with respect to such Transfer Restricted Securities default shall cease to accrue from the date of the filing, effectiveness or consummation that cured such default, as the case may be, if the Issuer and Guarantor are otherwise in compliance with this paragraph. However, if, after any such Special Interest ceases to accrue, a different Registration Default occurs, Special Interest will ceaseagain accrue as described. In the event that a Shelf Registration Statement is declared effective pursuant to the Registration Rights Agreement, if the Guarantor fails to keep such Shelf Registration Statement continuously effective for the period required by the Registration Rights Agreement, then from such time as the Shelf Registration Statement is no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective, (ii) the date that is the second anniversary of the date (the "Effective Date") such Shelf Registration Statement is declared effective (or, in the case of a Shelf Registration Statement filed at the request of an Initial Purchaser, the first anniversary of the Effective Date) or (iii) the date as of which all of the Notes are sold pursuant to the Shelf Registration Statement, Special Interest shall accrue at a rate per annum equal to 0.50% of the principal amount of the Notes (determined daily)(to be increased to 1.00% if when and for so long as the Shelf Registration Statement is no longer effective for 45 days or more) and shall be payable in cash semiannually in arrears each January 31 and July 31. During any 365-day period, the Issuer and the Guarantor shall have the ability to suspend the availability of a Shelf Registration Statement for up to two periods of up to 45 consecutive days (except for the consecutive 45-day period immediately prior to maturity of the Notes), but no more than an aggregate 60 days during any 365-day period, if any event occurs as a result of which it shall be necessary, in the good faith determination of the Management Board of the Guarantor, to amend the Shelf Registration Statement or amend or supplement any prospectus or prospectus supplement thereunder in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of November 13, 2015, 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) on or prior to August 9, 2016, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to November 7, 2016 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of December 7, 2016 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of November 26, 2013, 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) on or prior to August 23, 2014, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to November 21, 2014 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of December 21, 2014 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of March 4, 2011, 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) on or prior to August 31, 2011, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to November 29, 2011 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of December 29, 2011 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 20, 2010, 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) on or prior to July 19, 2010, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to October 17, 2010 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of November 16, 2010 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If (ia) on or prior to the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (b) on or prior to the 180th day following the original issue date specified for such filing in Section 3(a) or Section 4(a)of the Securities, respectively, of this Agreementneither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iic) on or prior to the 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 (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities or New Securities in accordance with and during the periods required by specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a "REGISTRATION DEFAULT"(“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Securities and the New Securities (in addition to the stated interest on the NotesSecurities and New Securities) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest in respect All obligations of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by and the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest Guarantors set forth in the Notes Indenture. Following the cure of all Registration Defaults relating preceding paragraph that are outstanding with respect to any particular Transfer Restricted Securities, Security at the accrual of Special Interest time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Transfer Restricted Securities will ceaseSecurity have been satisfied in full.

Special Interest. If The Holder is entitled to the benefits of the Registration Rights referred to below. In the event that (ia) the Exchange Offer Registration Statement or (as defined in the Shelf Registration Statement Rights Agreement) is not filed with the Commission on or prior to the 90th calendar day following the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreementthe Indenture, (iib) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th day following the date of the Indenture, (c) the Exchange Offer (as defined in the Registration Rights Agreement) is not consummated on or prior to the 225th day following the date of the Indenture, (d) if on or prior to the 60th day following the date the obligation to file the Shelf Registration Statement (as defined in the Registration Rights Agreement) arises, the Shelf Registration Statement has not filed with the Commission, (e) on or prior to the 150th day following the date the obligation to file the Shelf Registration Statement arises, the Shelf Registration Statement has not been declared effective, or (f) after the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement Notes or Exchange Notes (each such event referred to in clauses (ia) through (iv)f) above, a "REGISTRATION DEFAULTRegistration Deadline Event"), then the Company hereby agrees will be required to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTERESTSpecial Interest") in cash on March 1 and September 1 of each year, commencing on the first such date following any Registration Deadline Event, at a rate per annum equal to 0.25% of the principal amount of the Notes (in addition determined daily) with respect to the stated interest on the Notes) from and including the date on which any first 90-day period following such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been curedDeadline Event. Such amount of Special Interest will accrue at a rate of shall increase by an additional 0.25% per annum during the 90-day period immediately following the occurrence to a maximum of any Registration Default and shall increase by 0.251.00% per annum at the end of for each subsequent 90-day period, but in no event shall period until such rate exceed 1.5% per annumRegistration Deadline Event has been cured. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following Upon the cure of all any Registration Defaults relating to any particular Transfer Restricted SecuritiesDeadline Event, the accrual of Special Interest with respect to such Transfer Restricted Securities event shall cease to accrue from the date of the filing, effectiveness or consummation that cured such event, as the case may be, if the Company is otherwise in compliance with this paragraph. However, if, after any such Special Interest ceases to accrue, a different Registration Deadline Event occurs, Special Interest will ceaseagain accrue as described.

Special Interest. If (ia) on or prior to the 270th day following the sale of the Securities, the Exchange Offer Registration Statement or the Shelf Registration Statement is has not been filed with the Commission or on or prior to the date specified for such filing in Section 3(a) or Section 4(a)90th day after the obligation to file the Shelf Registration Statement has arisen, respectively, of this Agreementthe Shelf Registration Statement has not been filed with the Commission, (iib) on or prior to the 360th day following the sale of the Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission, (c) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been consummated, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities or New Securities in accordance with and during the periods required by specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a ("REGISTRATION DEFAULT"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") will accrue on the principal amount of the Notes Securities and the New Securities (in addition to the stated interest on the NotesSecurities and New Securities) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest in respect All obligations of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by and the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest Guarantors set forth in the Notes Indenture. Following the cure of all Registration Defaults relating preceding paragraph that are outstanding with respect to any particular Transfer Restricted Securities, Security at the accrual of Special Interest time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Transfer Restricted Securities will ceaseSecurity have been satisfied in full.

Special Interest. If The parties hereto agree that the Holders of the ---------------- Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Exchange Offer Registration Statement or the Shelf a Registration Statement is not filed with the Commission on or prior to 90 days after the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this AgreementClosing Date, (ii) the Exchange Offer Registration Statement or the a Shelf Registration Statement has Statement, if applicable, is not been declared effective on or prior to 150 days after the Closing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Closing Date or (iv) a Registration Statement is filed and declared effective on or prior to 150 days after the Closing Date but shall thereafter cease to be effective or usable (at any time that the Company is obligated to maintain the effectiveness thereof) in connection with resales of Securities or New Securities without being succeeded immediately by the Commission a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") Special Interest will accrue on the principal amount of Securities and the Notes New Securities (in addition to the stated interest on the NotesSecurities and the New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.5% per annum during the 90-day period immediately following the occurrence of any the first such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth Holders in the Notes Indenturesame manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease. The parties hereto agree that the Special Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that may be incurred by Holders of Securities by reason of the occurrence of a Registration Default.

Special Interest. If (ia) on or prior to the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (b) on or prior to the 180th day following the original issue date specified for such filing in Section 3(a) or Section 4(a)of the Securities, respectively, of this Agreementneither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iic) on or prior to the [30]th 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 (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities or New Securities in accordance with and during the periods required by specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a ("REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTERESTSpecial Interest") will accrue on the principal amount of the Notes Securities and the New Securities (in addition to the stated interest on the NotesSecurities and New Securities) from and including the date on which any such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest in respect All obligations of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by and the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest Guarantors set forth in the Notes Indenture. Following the cure of all Registration Defaults relating preceding paragraph that are outstanding with respect to any particular Transfer Restricted Securities, Security at the accrual of Special Interest time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Transfer Restricted Securities will ceaseSecurity have been satisfied in full.

Special Interest. The holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of September 20, 2000, by and among Holdings and the Purchasers named therein. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Exchange and Registration Rights Agreement. If (i) the Shelf Registration Statement or Exchange Offer Registration Statement or Statement, as applicable, under the Shelf Exchange and Registration Statement Rights Agreement, is not filed with the Commission on or prior to 90 days after the date specified for such filing in Section 3(a) or Section 4(a), respectively, of this AgreementTrigger Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has Statement, as the case may be, is not been declared effective by the Commission on or prior to 150 days after the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE")Trigger Date, (iii) the Registered Exchange Offer has is not been Consummated within 45 consummated on or prior to 180 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement Trigger Date, or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective on or prior to 150 days after the Trigger Date but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during (at any time that Holdings are obligated to maintain the periods required effectiveness thereof) without being succeeded within 45 days by this Agreement an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees Holdings will be obligated to pay Special Interest to each Holder holder of Transfer Restricted Securities additional Notes, during the period of one or more such Registration Defaults, in an amount equal to 0.5% per ----------------------------- 2 This form is also to be used for PIK Notes issued in payment of interest on Initial Notes. annum, which amount shall increase to 1.0% per annum after the first 120-day period following the occurrence of the first Registration Default, for the period from and including the date of occurrence of the first Registration Default until such time as no Registration Default is in effect (such amount equal to the "SPECIAL INTEREST") on the principal amount of the Notes (in addition to the stated interest on the Notes) from and including the date on after which any such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.5% per annumcease to be payable). The Company Trustee shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest responsibility with respect to an earlier Registration Default. All accrued the determination of the amount of any such Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceaseInterest.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 13, 2012, 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) on or prior to July 11, 2012, neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the Commission Commission, (ii) on or prior to October 9, 2012 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the later of November 8, 2012 and 30 business days following the initial effectiveness date specified for such filing in Section 3(aof the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) or Section 4(a), respectively, of this Agreement, (ii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for effective, such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable (subject to certain exceptions) in connection with resales of Transfer Restricted Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods required by this specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST"“Special Interest”) will accrue on the principal amount of the Notes Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the NotesOriginal Securities and such New Securities) from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.51.00% per annum. The Company shall have no obligation to pay additional Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in respect the case of any subsequent an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Company continues Issuer has used and is continuing to accrue Special Interest with respect use its reasonable best efforts to an earlier cause the Exchange Offer Registration Default. All accrued Special Interest shall Statement to be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will ceasedeclared effective.

Special Interest. If The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of August 16, 2010, 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) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement Statement, as the case may be, is not filed with the Commission SEC on or prior to the date specified for such filing in Section 3(a) or Section 4(a), respectively, which is 150 days following the date of this Agreementthe original issuance of the Securities, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has 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 date specified for 30th day after the Company’s obligation to file such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE")Shelf Registration Statement arises, (iiiv) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with respect to the Exchange Offer applicable Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or usable being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in connection with resales of Transfer Restricted Securities the aggregate, 75 days during the periods required by this Agreement any 365-day period (each such event referred to in clauses (i) through (ivvi), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees shall be obligated to pay to each Holder of Transfer Restricted Securities additional interest ("SPECIAL INTEREST") on the principal amount of the Notes (in addition to the stated interest on the Notes) Additional Interest from and including the date on which any the first such Registration Defaults have occurred Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.25% per annum during on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but provided that the maximum additional rate may in no event shall such rate exceed 1.50.50% per annum. The Company shall have no obligation to pay additional Special Interest in respect of any subsequent Registration Default so long as the Company continues to accrue Special Interest with respect to an earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of interest set forth in the Notes Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease.