Common use of Additional Interest Under Certain Circumstances Clause in Contracts

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if If an Exchange Offer Registration Statement is required to be filed and it does not become effective by the Effectiveness Deadline; (ii) If the Registered Exchange Offer is not consummated on or prior to within 60 days of the Consummation Deadline; (ii) if obligated to file effectiveness of the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesStatement; (iii) if obligated to file a Shelf Registration Statement and the If an effective Shelf Registration Statement is not declared effective by required to be filed with the Commission on or prior to but does not become effective within 30 days following the 180th day after event which required the obligation to file a filing of such Shelf Registration Statement arisesStatement; or (iv) if If after either the an Exchange Offer Registration Statement or the a Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on set forth in the title of such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been curedcured or the Initial Securities cease to be Transfer Restricted Securities, whichever is earlier, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default (the “Initial Period”), and such rate will increase by 0.25% per annum on the 91st day following the occurrence of such Registration Default (it being understood and agreed that the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent rate during the Initial Period shall be 0.25% per annum and the maximum Additional Interest rate thereafter shall be 0.50% per annum. The Company will not , in each case, regardless of the number of Registration Defaults that shall have occurred and be required to pay Additional Interest for more than one Registration Default at any given timecontinuing). (b) A Registration Default referred to in Section 6(a)(iv)(B7(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events or developments with respect to the Company that would need be required to be described disclosed in such Shelf Registration Statement or the related prospectus, and the disclosure of which in such Shelf Registration Statement or the related prospectus would in the good faith determination of the Company (1) interfere with or affect the negotiation or completion of a transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) and (2) involve initial or continuing disclosure obligations that are not in the best interest of the Company or its stockholders at such time and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days30 days or more than an aggregate of 90 days in any 12-month period, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the each Transfer Restricted Securities Security in a series shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf any Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesapplicable Effectiveness Deadline; or (ivii) if on and after either the applicable Effectiveness Deadline (plus an additional 30 days in respect of the Exchange Offer Registration Statement or the Shelf Statement), any Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities of such series during the periods specified herein for any reason, including, but not limited to the following: because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is of a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered Suspension by the expiring Shelf Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Statement Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to make registered dispositionsoperation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the each Transfer Restricted Securities Security over and above the interest rate otherwise payable on set forth in the title of such Securities Transfer Restricted Security from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been curedceased to be continuing, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day date of such Registration Default occurs until such Registration Default is curedceases. (c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective. (d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesSecurities of the applicable series and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities of such series and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effectiveeffective during the period specified in Section 1 and Section 2(b) of this Agreement, except, in the case of the Exchange Offer Registration Statement, following the consummation of the Exchange Offer with respect to all Securities tendered in connection therewith prior to the expiration of the Exchange Offer or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective effective, causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionsdispositions during a time when the Company remains under an obligation to keep a Shelf Registration Statement effective pursuant to this Agreement. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities set forth in the title of the Transfer Restricted Securities, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The ; provided that the Company will not shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprising twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) on or prior to the 210th day after the date hereof, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with the Commission on or prior to the 60th day after the date on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to the 300th day after the date hereof, neither the Exchange Offer Registration Statement nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file 40th day after the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above (other than with respect to clause (i) thereunder), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arises; or (ivv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “Registration Default”): (i) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement; (ii) any of such Registration Statements is not declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”); (iii) the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day 30th Business Day after the obligation to file a Shelf Registration Statement arises; orEffectiveness Target Date; (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, as the case may be, is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales or exchanges of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in effective. Each of the ability foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of Holders the Company or pursuant to operation of Transfer Restricted Securities covered law or as a result of any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted principal amount of the Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The In no event shall the Company will not be required obligated to pay Additional Interest for all Registration Defaults under more than one Registration Default of the clauses in this Section 6(a) at any given timeone time and, in the case of a Shelf Registration, it is expressly understood that Additional Interest should be payable only with respect to Securities so requested to be registered pursuant to Section 2 hereof. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events or developments with respect to the Company or the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that if (A) in any the case if of a Registration Default described in clause 6(b)(i)(x), such Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in clause 6(b)(i)(y) or 6(b)(i)(z), such Registration Default occurs for a period of more than 45 daysdays in any three-month period or more than an aggregate of 90 days in any 12-month period, then Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash as provided in the Initial Securities on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if If the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 330th day after the obligation to file a Issue Date; (ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement ariseshas become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement; (iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective, effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such the Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, . Additional Interest shall accrue at a rate of 0.25 percent 0.25% per annum for the first 90 day period immediately following the occurrence of such while any Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, up to a maximum the accrual of Additional Interest Rate on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 0.50 percent per annumthe Securities. The In no event shall the Company will not be required obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any given one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities. (b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Offered Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if the Company fails to file any Registration Statement required by this Agreement on or prior to the applicable deadline; (ii) any Registration Statement is not declared effective on or prior to the applicable effectiveness deadline; (iii) the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted SecuritiesSecurities during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, except, in the case of the Exchange Offer Registration Statement, following the consummation of the Registered Exchange Offer with respect to all Securities tendered in connection therewith, because either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities affected by a Registration Default over and above the interest rate otherwise payable on such the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase Default, to be increased by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 0.50% per annum. The In no event shall the Company will not be required obligated to pay Additional Interest for more than one Registration Default under this Section 6(a) at any given one time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from and after the 60th day after such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below a “Registration Default”): (i) if If on or prior to the 365th day after the Issue Date, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (ivii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective (and such Registration Statement is required to remain effective under this Agreement); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted principal amount of the Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum annum, with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will Notwithstanding the foregoing, a Holder of Securities that has not provided the information described in Section 3(n) shall not be required entitled to pay Additional Interest for more than one with respect to an event described in the foregoing clause (i), (ii) or (iii) of this Section 6(a) that pertains to the applicable Shelf Registration Default at any given timeStatement. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 daysdays (or if a Delay Period (as contemplated in Section 2(e) hereof) exceeds 60 days in any three-month period or 90 days in any 12-month period), Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Offered Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if the Company fails to file any Registration Statement required by this Agreement on or prior to the applicable deadline; (ii) any Registration Statement is not declared effective on or prior to the applicable effectiveness deadline; (iii) the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted SecuritiesSecurities during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, except, in the case of the Exchange Offer Registration Statement, following the consummation of the Registered Exchange Offer with respect to all Securities tendered in connection therewith, because either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities affected by a Registration Default over and above the interest rate otherwise payable on such the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase Default, to be increased by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 0.50% per annum. The In no event shall the Company will not be required obligated to pay Additional Interest for more than one Registration Default with respect to any Transfer Restricted Securities under this Section 6(a) at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from and after the 60th day after such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if If on or before the Registered date that is 295 days after the issue date, the Exchange Offer is has not been consummated on or prior to or, if applicable, the Consummation DeadlineShelf Registration Statement has not become effective; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption effective; provided, however, that none of (i) a Guarantor Restructuring Event, (ii) the exercise of any Swiss Resolution Power with respect to the Guarantor that requires or results in any write-down and cancellation and/or conversion into equity of the Guarantor of the entire, or a portion of, the principal amount of, and/or accrued interest on the Securities into equity of the Guarantor, (iii) the ordering of any Restructuring Protective Measures that require or result in the ability deferment of Holders payment of Transfer Restricted principal and/or interest under the Securities covered by and (iv) any consequences resulting from any of the expiring Shelf foregoing, will be a Registration Statement to make registered dispositionsDefault, in each case, as defined in the Indenture. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on set forth in the title of such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for cured with respect to the first 90 90-day period immediately following the occurrence of the first Registration Default, at a rate of 0.25% per annum on the principal amount of such Registration Default (Securities. The amount of the “Additional Interest Rate”). The Additional Interest Rate shall will increase by an additional 0.25 percent 0.25% per annum on the principal amount of such Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate amount of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one all Registration Default at any given timeDefaults of 1.00% per annum. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 2.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash or as PIK Interest (as defined in the Indenture) on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline60th day after the first date of original issuance of the Notes, the Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 120th day after such filing obligation arises;the first date of original issuance of the Notes, the Shelf Registration Statement has not been declared effective by the Commission; or (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such the Shelf Registration Statement thereafter ceases to be effective, ; or (B) such the Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities (as defined below) during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the Notes from and including the date on which any such Registration Default shall occur occur, to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such the Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 5 will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The indebtedness represented by the Additional Interest shall be subordinated in right of payment to all existing and future Senior Indebtedness (as defined in the Indenture) as and to the same extent as the Notes.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if If the Exchange Offer Registration Statement does not become effective by the 365th day following the date hereof; (ii) If the Registered Exchange Offer is not consummated on or prior to completed within 30 days after the Consummation Deadline; (ii) if obligated to file the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesbecomes effective; (iii) if obligated to file a Shelf Registration Statement and the If an effective Shelf Registration Statement is not declared effective made available by the Commission later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on or prior which the requirement to the 180th day after the obligation to file a make such Shelf Registration Statement available arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) belowand the last paragraph of Section 2) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding (i) the date on which all such Registration Defaults have been cured, at a cured and (ii) the date which is two years after the date hereof. The rate of 0.25 percent the Additional Interest will be 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.00% per annum. The Company will not be required to pay Additional Interest for more than one , regardless of the number of Registration Default at any given timeDefaults that shall have occurred and are continuing. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. A Registration Default referred to in Section 6(a6(a)(1) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated. Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer is Shelf Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission by the 90th day after the first date of original issuance of the Notes; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to by the 180th 150th day after the obligation to file a Shelf Registration Statement arisesfirst date of original issuance of the Notes; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective but (A) such the Shelf Registration Statement thereafter ceases to be effective, ; or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities (as defined below) during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the Notes from and including the date on which any such Registration Default shall occur occur, to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such the Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(h) hereof; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 90 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360- day year comprised of twelve 30-day months), and the denominator of which is 360. The indebtedness represented by the Additional Interest shall be subordinated in right of payment to all existing and future Senior Indebtedness (as defined in the Indenture) as and to the same extent as the Notes.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if If obligated to file a Shelf Registration Statement and pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement is has not been declared effective by the Commission (or become effective automatically) on or prior to the 365th day after the Issue Date, or (B) Sections 2(iii)-(iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the obligation to file a date on which the Shelf Registration Statement arisesis required to be filed; (ii) If the Registered Exchange Offer has not been consummated on or before the 365th day after the Issue Date; or (iviii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effectiveeffective during the periods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, at all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of 0.25 percent the Additional Interest will be 0.25% per annum year for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.00% per annumyear. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate, 5.875%. The Additional Interest due pursuant to this Section 6(a) shall be the sole remedy for any Registration Default. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement Statement, which is filed on Form S-1 under the Securities Act or any other form that does not allow incorporation by reference, or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if If the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 330th day after the obligation to file a Issue Date; (ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement ariseshas become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement; (iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, if applicable, is declared (or becomes automatically) effective, and for a period time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective, effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such the Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, . Additional Interest shall accrue at a rate of 0.25 percent 0.25% per annum for the first 90 day period immediately following the occurrence of such while any Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, up to a maximum the accrual of Additional Interest Rate on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 0.50 percent per annumthe Securities. The In no event shall the Company will not be required obligated to pay Additional Interest for (i) more than one Registration Default under this Section 6(a) at any given timeone time or (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement. (b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission If on or prior to the 180th day after following the obligation to file date of original issuance of the Initial Securities, the Exchange Offer Registration Statement nor a Shelf Registration Statement ariseshas been filed with the Commission; (ii) If on or prior to the 60th day following the occurrence of an event requiring the filing of a Shelf Registration Statement, the Shelf Registration Statement has not been filed with the Commission; (iii) If on or prior to the 270th day following the date of original issuance of the Initial Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission (unless an event requiring the filing of a Shelf Registration Statement in lieu of an Exchange Offer Registration Statement has occurred); (iv) If on or prior to the 300th day following the date of original issuance of the Initial Securities, neither the Registered Exchange Offer has been consummated nor, if required in lieu thereof, the Shelf Registration Statement has been declared effective by the Commission; or (ivv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)) for the first 90-day period immediately following such Registration Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum aggregate Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will shall not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”): (i) if the Registered If an Exchange Offer Registration Statement is not consummated filed with the Commission on or prior to the Consummation Deadline90th day after the Issue Date; (ii) If an Exchange Offer Registration Statement or, if required pursuant to Section 2 above, a Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the Issue Date; (iii) If the Registered Exchange Offer has not been consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective; (iv) If obligated to file the Shelf Registration Statement and pursuant to pursuant to Section 2 above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 30th day after such filing obligation arises; the date (iiithe “Shelf Filing Date”) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after which the obligation to file a Shelf Registration Statement arises; (v) If obligated to file a Shelf Registration Statement pursuant to Section 2 above, the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date; or (ivvi) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a . The rate of 0.25 percent the Additional Interest will be 0.50% per annum year for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.50% per annum year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.50% per annumyear. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate, 9.125%. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through or (ivii) below a “Registration Default”):: (i) if If by November 17, 2012, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (ivii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases to be effective or usable at any time during the Shelf Registration Period (except as permitted in paragraph (b)) below) and such failure to remain effective or usable continues for more than 30 days (whether or not consecutive), in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: Shelf Registration Period because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum of the principal of the Initial Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent but in no event shall such increase exceed 1.00% per annum. The Company Following the cure of all Registration Defaults relating to the particular Initial Securities, the interest rate borne by the relevant Initial Securities will not be required reduced to pay Additional Interest for more than one Registration Default at any given timethe original interest rate borne by such Securities. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and or to be continuing in relation to a Shelf Registration Statement or the related prospectus if if: (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and prospectus; and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if unless such Registration Default occurs event as a result of such circumstances continues for a continuous period of time in excess of 45 30 days, in which case (x) such event shall, as of the 31st day following the first occurrence of such event, be deemed to be a Registration Default, and (y) Additional Interest shall be payable in accordance with Section 6(a) from such 31st day until the day such Registration Default occurs until such Registration Default is curedtime set forth in Section 6(a). (c) The remedy set forth in Section 6(a) hereof shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default. (d) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if If obligated to file a Shelf Registration Statement and pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement is has not been declared effective by the Commission (or become effective automatically) on or prior to the 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the obligation to file a date on which the Shelf Registration Statement arisesis required to be filed; (ii) If the Registered Exchange Offer has not been consummated on or before the 365th day after the Issue Date; or (iviii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effectiveeffective during the periods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, at all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of 0.25 percent the Additional Interest with respect to the Initial Securities will be 0.25% per annum year for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.00% per annumyear. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. In addition, Holders of Exchange Securities will not be entitled to receive any Additional Interest with respect to the Exchange Securities. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate, 8.875%. The Additional Interest due pursuant to this Section 6(a) shall be the sole remedy for any Registration Default. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if The Company and the Registered Exchange Offer is not consummated Guarantors fail to file any Registration Statement required to be filed with the Commission pursuant to Section 1 hereof on or prior to the Consummation Deadlineapplicable filing deadline; (ii) The Registered Exchange Offer, if obligated to file the required, is not consummated or a Shelf Registration Statement and the Company fails is required to file the Shelf Registration Statement be filed with the Commission pursuant to Section 2 hereof, but does not become effective on or prior to the 90th day after such filing obligation arises;following any of the events described in clauses (i), (ii), (iii) or (iv) of Section 2; or (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the an Exchange Offer Registration Statement or the a Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest rate otherwise payable on set forth in the title of such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent after such 90-day period until all Registration Defaults have been curedperiod, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one 0.50%, until such Registration Default at any given timehas been cured. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company or the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company or the Guarantors is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 90 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from and after the 90th day after such Registration Default initially occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities that are Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities that are Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if an Exchange Offer Registration Statement has not been filed within 120 days of the Issue Date; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) consummated, nor, if obligated to file required in lieu thereof, has the Shelf Registration Statement and become effective, within 225 days of the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesIssue Date; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be or is not effective, ; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. effective, then Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum, plus an additional 0.25% per annum for the first 90 day from and during any period immediately following the occurrence of such in which a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedhas continued for more than 90 days, up to a maximum Additional Interest Rate rate of 0.50 percent 0.50% per annum. The Company In no event will not be required to pay Additional Interest for more than one Registration Default accrue on the Initial Securities at any given timea rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 6(a)(iv)(B7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), ) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement Statement, which is filed on Form S-1 under the Securities Act or any other form that does not allow incorporation by reference, or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file If the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the 90th day after such filing obligation arises; Shelf Registration Filing Deadline (iii) other than a failure to file the Exchange Offer Registration Statement if the Issuer has become obligated to file a Shelf Registration Statement Statement); (ii) If on or prior to the 365th day following the Issue Date, the Registered Exchange Offer has not been consummated and the Shelf Registration Statement is has not been declared effective by the Commission; (iii) If the Shelf Registration Statement (if required in lieu of the Registered Exchange Offer) has not been declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesapplicable date specified in Section 2(a) hereof; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (bSection 6(b) belowhereof) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein herein, and in either case such failure to remain effective or usable, as the case may be, continues for 30 consecutive days or exists for more than an aggregate of 60 days in any reason12-month period, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted principal amount of the Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (y) the date on which all such Registration Defaults have been curedcured and (z) the date on which no Initial Securities are Transfer Restricted Securities, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 0.5% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) The remedy set forth in Section 6(a) hereof shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default. (d) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities (except with respect to (iii) below, which such Additional Interest shall only apply to the Securities held by the affected Holder(s)) shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) if the Registered Exchange Offer is not consummated If on or prior to the Consummation Deadline150th day after the Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th 220th day after such filing obligation arisesthe Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement has not been declared effective by the Commission; (iii) if obligated The Company fails with respect to file a Shelf Registration Statement Holder of Notes that supplies the Notice and Questionnaire described in Section 1(d) above to amend or supplement the Shelf Registration Statement is not declared effective by in the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; ormanner set forth in Section 1(d) above; (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) effective, such Shelf Registration Statement thereafter or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because the Company suspends the effectiveness of such Shelf Registration Statement beyond the periods set forth in Section 2(h) above; (v) If after the Shelf Registration Statement is declared effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein and the Company fails to cure the Shelf Registration Statement within fifteen (15) business days by filing a post-effective amendment or report pursuant to the Exchange Act; (vi) If on or prior to the 120th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been filed with the Commission; or (vii) If on or prior to the 180th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been declared effective by the Commission. Each of the foregoing will constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Notes and Conversion Shares that are Transfer Restricted Securities Shares over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”"ADDITIONAL INTEREST RATE"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B8(a)(v) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 8(a) above will be payable in cash to the "RECORD HOLDER" (as defined in Section 8(d) below) on the regular interest payment dates "DAMAGES PAYMENT DATES" (as defined in Section 8(d) below) with respect to the Transfer Restricted SecuritiesNotes and the Conversion Shares. The amount of Additional Interest will be determined by (1) multiplying the applicable Additional Interest Rate by (x) in the case of the Notes, the "APPLICABLE PRINCIPAL AMOUNT" (as defined in Section 8(d) below) or (y) in the case of the Conversion Shares, the "APPLICABLE CONVERSION PRICE" (as defined in Section 8(d) below) and then (2) multiplying the product of the calculation set forth in (c)(1) above by a fraction, the numerator of which is the number of days such Additional Interest Rate was applied 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. (d) The following terms shall have the following meaning(s):

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if the Exchange Offer Registration Statement does not become effective by the 365th day following the date hereof; (ii) the Registered Exchange Offer is not consummated on or prior to completed within 30 days after the Consummation Deadline; (ii) if obligated to file the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesbecomes effective; (iii) if obligated required pursuant to file a Shelf Registration Statement and the Section 2, an effective Shelf Registration Statement is not declared effective made available by the Commission later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on or prior which the requirement to the 180th day after the obligation to file a make such Shelf Registration Statement available arises; or (iv) if after either (x) the Exchange Offer Registration Statement is declared (or becomes automatically) effective, and prior to the completion of the Registered Exchange Offer, or (y) the Shelf Registration Statement is declared (or becomes automatically) effective effective, (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) belowand the last paragraph of Section 2) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been cured, at a cured and (ii) the date which is two years after the date hereof. The rate of 0.25 percent the Additional Interest will be 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.00% per annum. The Company will not be required to pay Additional Interest for more than one , regardless of the number of Registration Default at any given timeDefaults that shall have occurred and are continuing. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until the earlier of (i) the date on which such Registration Default is curedcured and (ii) the date which is two years after the date hereof. A Registration Default referred to in Section 6(a)(i) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 2.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the each Transfer Restricted Securities Security shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below a “Registration Default”being herein called an "REGISTRATION DEFAULT"): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf any Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesapplicable Effectiveness Deadline; or (ivii) if on and after either the applicable Effectiveness Deadline (plus an additional 30 days in respect of the Exchange Offer Registration Statement or the Shelf Statement), any Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is of a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered Suspension by the expiring Shelf Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Statement Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to make registered dispositionsoperation of law or as a result of any action or inaction by the Commission . Additional Interest shall accrue on the each Transfer Restricted Securities Security over and above the interest rate otherwise payable on set forth in the title of such Securities Transfer Restricted Security from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been curedceased to be continuing, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”"ADDITIONAL INTEREST RATE"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day date of such Registration Default occurs until such Registration Default is curedceases. (c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective. (d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if If, by the Registered Consummation Deadline (as such deadline may be extended with respect to the Shelf Registration Statement pursuant to Section 2(a)) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is not consummated on or prior to declared effective by the Consummation DeadlineCommission; (ii) if obligated to file If the Shelf Registration Statement Company and the Company fails Guarantors fail to file consummate the Shelf Registration Statement Exchange Offer within 30 business days of the Consummation Deadline with the Commission on or prior respect to the 90th day after such filing obligation arises;Exchange Offer Registration Statement; or (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Initial Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The ; provided that the Company will not and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by and the Company pursuant to applicable securities laws, Guarantors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company and the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is and the Guarantors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”): (i) if the Company fails to file the Exchange Offer Registration Statement with the Commission on or prior to the 270th day after the Issue Date, or (ii) if the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 365th day after the Issue Date or, if obligated to file a Shelf Registration because of the circumstances described in Section 2(a)(i) above, a Shelf Registration Statement has not become effective on or prior to the 180th day after the Issue Date, or (iii) if the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline;405th day after the Issue Date, or (iiiv) if obligated to file the a Shelf Registration Statement and because of circumstances described in Section 2(a)(ii) or 2(a)(iii) above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 30th day (the “Shelf Filing Date”) after such filing the date on which the obligation to file a Shelf Registration Statement arises;, or (iiiv) if obligated to file a Shelf Registration Statement and because of circumstances described in Section 2(a)(ii) or 2(a)(iii) above, the Shelf Registration Statement is has not declared become effective by the Commission on or prior to the 180th 90th day after of the obligation to file a Shelf Registration Statement arises; Filing Date, or (ivvi) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) belowof this Section 6) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a . The rate of 0.25 percent the Additional Interest will be 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that that, in any case case, if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “"Registration Default”):": (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the an Exchange Offer Registration Statement or a Shelf Registration Statement with the Commission on or prior to the 90th 210th day after such filing obligation arisesthe Issue Date; (ii) the Exchange Offer Registration Statement is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective; (iii) if obligated to file a Shelf Registration Statement and pursuant to Section 2(ii), (iii), or (iv), the Company fails to file the Shelf Registration Registrations Statement is not declared effective by with the Commission on or prior to the 180th 30th day (the "Shelf Filing Date") after the date on which the obligation to file a Shelf Registration Statement arises; or; (iv) if obligated to file a Shelf Registration Statement pursuant to Section 2(ii), (iii) or (iv), the Shelf Registration Statement is not declared effective on or prior to the 60th or 90th day, as the case may be, after the Shelf Filing Date; or (v) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, or (3however, the Registration Default referred to in this Section 6(a)(v) such Registration Statement shall be deemed not to have occurred and to be continuing, and Additional Interest shall not accrue, during any period the Company is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement permitted to make registered dispositionssuspend offerings and sales pursuant to Section 3(j). Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) If by September 13, 2017 (or, if such date is not a business day, the Registered first business day thereafter), neither the Exchange Offer is not consummated on or prior to Registration Statement nor a Shelf Registration Statement has been filed with the Consummation DeadlineCommission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file If a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to the 180th day after applicable date specified in Section 2(a) above if the obligation Company is required to file a Shelf Registration Statement arisespursuant to the terms of Section 2(a) above; or (iii) If by October 13, 2017 (or, if such date is not a business day, the first business day thereafter), neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of the date on which all such Registration Defaults have been curedcured and the date when no Securities are Transfer Restricted Securities, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one shall be paid on regular interest payment dates and will be in addition to any other interest payable from time to time with respect to the Notes, the Exchange Securities or the Private Exchange Securities, as applicable. Additional Interest is the exclusive remedy to Holders in the event of any Registration Default at any given timeDefault. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv)(b) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities Notes (except with respect to (iii) below, which such Additional Interest shall only apply to the Notes held by the affected Holder(s)) shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th day after such filing obligation arises; the Closing Date (iii) if obligated to file a Shelf Registration Statement and as defined in the Purchase Agreement), the Shelf Registration Statement is has not declared effective by been filed with the Commission Commission; (ii) If on or prior to the 180th day after the obligation to file a Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement arises; orhas not been declared effective by the Commission; (iii) The Company fails with respect to a Holder of Notes that supplies the Notice and Questionnaire described in Section 1(d) above to amend or supplement the Shelf Registration Statement in the manner set forth in Section 1(d) above; (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) effective, such Shelf Registration Statement thereafter or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Notes during the periods specified herein because the Company suspends the effectiveness of such Shelf Registration Statement beyond the periods set forth in Section 2(h) above; (v) If after the Shelf Registration Statement is declared effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Notes during the periods specified herein and the Company fails to cure the Shelf Registration Statement within fifteen (15) business days by filing a post-effective amendment or report pursuant to the Exchange Act; (vi) If on or prior to the 120th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been filed with the Commission; or (vii) If on or prior to the 180th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been declared effective by the Commission. Each of the foregoing will constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Notes that are Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”"ADDITIONAL INTEREST RATE"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B8(a)(v) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 8(a) above will be payable in cash to the "RECORD HOLDER" (as defined in Section 8(d) below) on the regular interest payment dates "DAMAGES PAYMENT DATES" (as defined in Section 8(d) below) with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by (1) multiplying the applicable Additional Interest Rate by the "APPLICABLE PRINCIPAL AMOUNT" (as defined in Section 8(d) below) and then (2) multiplying the product of the calculation set forth in (c)(1) above by a fraction, the numerator of which is the number of days such Additional Interest Rate was applied 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. (d) The following terms shall have the following meaning(s):

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i‎(i) through (iv‎(iv) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (bSection ‎6(b) belowhereof) in connection with resales of Transfer Restricted Securities, in either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B‎6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus prospectus, or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus prospectus, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a‎6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) if after the Exchange Offer Registration Statement becomes effective, the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The ; provided that the Company will not shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”):: (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and If the Company fails to file the Shelf an Exchange Offer Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises;the Issue Date, (iiiii) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date or, if obligated to file filing a Shelf Registration Statement and in the circumstances referenced in clause 2(i) above, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective, (iv) if filing a Shelf Registration Statement in the circumstances referenced in clause 2(ii), (iii) or (iv) above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 60th day (the “Shelf Filing Date”) after the date on which the obligation to file a Shelf Registration Statement arises; , (v) if filing a Shelf Registration Statement in the circumstances referenced in clause 2(ii), (iii) or (iv) above, the Shelf Registration Statement is not declared effective on or prior to the 60th day after the Shelf Filing Date, or (ivvi) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, as the case may be, is declared (or becomes automatically) effective effective, (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 2.0% per annum. The Company will not be required to pay Such Additional Interest for more than one Registration Default at will be in addition to any given timeother interest payable from time to time with respect to the Initial Securities and the Exchange Notes. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional The Company shall pay additional interest (the “Additional Interest”) with respect to the Transfer Restricted Holders of New Notes that are Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): ) (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Resale Shelf Registration Statement is not filed with the Commission within 90 days after the Plan Effective Date; (ii) the Resale Shelf Registration Statement has not been declared effective by the Commission on or prior to the 180th day within 180 days after the obligation to file a Shelf Registration Statement arisesPlan Effective Date; or (iviii) if after either the Exchange Offer Registration Statement or the Resale Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) such the Resale Shelf Registration Statement thereafter ceases to be effective, effective or (B) such the Resale Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case during the periods specified herein for any reason, including, but not limited to the following: Registrable Securities because (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Resale Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Resale Shelf Registration Statement or supplement the related prospectusProspectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is a Resale Shelf Registration Statement that has expired before a replacement Resale Shelf Registration Statement has become effective causing an interruption effective; or (iv) the aggregate duration of the Suspension Period in any period exceeds the ability number of days permitted in respect of such period pursuant to Section 1(d) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to the Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted New Notes that are Registrable Securities over and above the interest rate otherwise payable on such Securities set forth in the title of the New Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest will be paid in PIK Notes or cash, as provided in Section 5(c) below, and will accrue at a rate of 0.25 percent per annum for 0.1% (one tenth of one percent) of the first 90 day period immediately following the occurrence principal amount of such Registration Default New Notes per month (the “Additional Interest Rate”). The Notwithstanding the foregoing or anything below in this Section 5, and except in the event of a Registration Default referred to in Section 5(a)(i), upon the occurrence of which Additional Interest Rate shall increase by an additional 0.25 percent per annum be accrued with respect to each subsequent 90-day period until all Registration Defaults have been curedHolders of the New Notes that are Registrable Securities, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will shall not be required accrue with respect to pay Additional Interest for more than one any Holder that (i) is not an Electing Holder and (ii) is not named as a selling securityholder in the Resale Shelf Registration Default at any given timeStatement. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Resale Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Resale Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus Prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Resale Shelf Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Resale Shelf Registration Statement and related prospectus Prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable semiannually in cash arrears on the regular interest payment dates for the New Notes set forth in the Indenture (each, an “Interest Payment Date”) to Holders of record of the applicable New Notes on the applicable dates of record set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the Additional Interest Rate by the principal amount of the applicable New Notes, further multiplied by the number of 30-day periods such Additional Interest was applicable, with respect each fractional 30-day period rounded up to a whole period. Additional Interest shall be payable in PIK Notes during the PIK Period and in cash thereafter. If a Holder converts its New Notes, all Additional Interest, if any, that has accrued since the Interest Payment Date last preceding the date of conversion will be deemed to be paid in full upon such conversion, and no separate payment will be made by the Company upon conversion on account of such Additional Interest. For the avoidance of doubt, the Company’s obligation to pay Additional Interest pursuant to this Section 5 shall be suspended to the Transfer Restricted Securitiesextent and during the periods that the Registrable Securities are eligible to be transferred without registration under Rule 144 under the Securities Act without any volume or manner of sale requirements. (d) The parties agree that the Additional Interest as set forth in this Section 5 shall be the exclusive monetary remedy available to the Holders of New Notes for such Registration Defaults. For the avoidance of doubt, in no event shall the Company be required to pay Additional Interest in excess of 1.2% (one point two percent) per annum in the aggregate, regardless of whether one or multiple Registration Defaults exist.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if If on or prior to the 270th day after the Issue Date, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If on or prior to the 365th day after the Issue Date, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (iviii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective (and such Registration Statement is required to remain effective under this Agreement); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted principal amount of the Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum annum, with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will Notwithstanding the foregoing, a Holder of Securities that has not provided the information described in Section 3(n) shall not be required entitled to pay Additional Interest for more than one with respect to an event described in the foregoing clause (i), (ii) or (iii) of this Section 6(a) that pertains to the applicable Shelf Registration Default at any given timeStatement. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 daysdays (or if a Delay Period (as contemplated in Section 2(e) hereof) exceeds 60 days in any three-month period or 90 days in any 12-month period), Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest Interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) If (a) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement (if required) has been filed with the Commission within the applicable time periods specified in Section 1 or Section 2 hereof or (b) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement (if required) has been declared effective by the Commission within the applicable time periods specified in Section 1 or Section 2 hereof; (ii) If the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; date that is 315 days (iior if the 315th day is not a business day, the first business day thereafter) if obligated to file after the Shelf Registration Statement and Issue Date of the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesInitial Securities; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on be payable with respect to the Transfer Restricted principal amount of the Initial Securities over and above at a rate of 0.25% per annum for the interest rate otherwise payable on such Securities first 90 days from and including the date on which any such Registration Default occurs, and such Additional Interest rate shall occur increase by an additional 0.25% per annum thereafter; provided, however, that the Additional Interest rate on the Initial Securities shall not exceed at any time 0.5% per annum; and provided further that Additional Interest shall cease to but excluding accrue on and after the date on which all such Registration Defaults have been curedcured (which shall not, at a rate of 0.25 percent per annum for however, affect the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required Company’s obligations hereunder to pay Additional Interest for more than one Registration Default at any given timethat have accrued to such date and that remain unpaid). (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities and shall be payable to the same persons and in the same manner as regular interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The Company agrees to provide the Trustee prompt written notice of the occurrence or cure of any Registration Default.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “"Registration Default”"): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission, but (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.00% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) on or prior to the 180th day after the date hereof, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with the Commission on or prior to the 60th day after the date on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to the 270th day after the date hereof, neither the Exchange Offer Registration Statement nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file 40th day after the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above (other than with respect to clause (i) thereunder), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arisesStatement; or (ivv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if If the Exchange Offer Registration Statement does not become effective by the 365th day following the date hereof; (ii) If the Registered Exchange Offer is not consummated on or prior to completed within 30 days after the Consummation Deadline; (ii) if obligated to file the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesbecomes effective; (iii) If required pursuant to Section 2, if obligated to file a Shelf Registration Statement and the an effective Shelf Registration Statement is not declared effective made available by the Commission later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on or prior which the requirement to the 180th day after the obligation to file a make such Shelf Registration Statement available arises; or (iv) if If after either the Exchange Offer Registration Statement is declared (or becomes automatically) effective, and prior to the completion of the Registered Exchange Offer, or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) belowand the last paragraph of Section 2) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been cured, at a cured and (ii) the date which is two years after the date hereof. The rate of 0.25 percent the Additional Interest will be 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.00% per annum. The Company will not be required to pay Additional Interest for more than one , regardless of the number of Registration Default at any given timeDefaults that shall have occurred and are continuing. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. A Registration Default referred to in Section 6(a6(a)(1) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated. Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) if after the Exchange Offer Registration Statement becomes effective, the Registered Exchange Offer is not consummated on or prior to the applicable Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.0% per annum. The ; provided that the Company will not shall in no way be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities and the Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to before the Consummation DeadlineTarget Date; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and pursuant to clause (ii), (iii) or (iv) of Section 2 above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 120th day after the date on which the obligation to file a Shelf Registration Statement arises; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, as the case may be, is declared (or becomes automatically) effective and during the period when such Exchange Offer Registration Statement or Shelf Registration Statement is required to be kept effective, (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in Securities because either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities and the Exchange Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i) through (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities and the Exchange Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 2.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arises; orthe Consummation Deadline; (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; or (v) after the 60th day in any calendar year of any Suspension Period, the suspension referred to in Sections 1 or (3) 2 has not been terminated. Each of the foregoing will constitute a Registration Default whatever the reason for any such Registration Statement event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, in the form of an increase in the annual interest rate borne by the Securities, at a rate of 0.25 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):: (i) if the Registered Company fails to file any Registration Statement required by this Agreement on or prior to the applicable deadline; (ii) any Registration Statement is not declared effective on or prior to the applicable effectiveness deadline; (iii) the Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file date that is 40 days after the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement ariseseffective; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase Default, to be increased by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.00% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest applicable to the Securities will be determined by multiplying the Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):: (i) if If by May 2, 2013, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by July 1, 2013, the Exchange Offer Registration Statement has not been declared effective; (iii) If by August 30, 2013, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file required in lieu thereof, the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation ariseshas become effective; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be or is not effective, ; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption effective, in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseach case following July 1, 2013. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum, plus an additional 0.25% per annum for the first 90 day from and during any period immediately following the occurrence of such in which a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedhas continued for more than 90 days, up to a maximum Additional Interest Rate rate of 0.50 percent 0.50% per annum. The Company In no event will not be required to pay Additional Interest for more than one Registration Default accrue on the Initial Securities at any given timea rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, 90 days (whether or not consecutive) during any 365 day period Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional By way of liquidated damages, additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesFiling Deadline or Shelf Filing Deadline, as applicable; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer Registration Statement or the any Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Shelf Registration Statement thereafter ceases to be effective, effective or (B) such Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.5% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. The Company, the Purchasers and each Holder of Registrable Securities agree by acquisition of such Securities that the Holders of Registrable Securities will suffer damages if a Registration Default (as defined below) occurs and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, the Purchasers and each Holder of Registrable Securities agree that the following additional interest provisions shall constitute liquidated damages in the event of a “Registration Default” (as defined below) and shall constitute the sole remedy of the Purchasers and each Holder of Registrable Securities for any Registration Defaults. (a) Additional In accordance with the terms of the Securities, if as of the Registration Trigger Date, any of the Securities are Registrable Securities, additional interest (the “Additional Interest”) with respect to the Transfer Restricted such Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation DeadlineRegistration Trigger Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has become effective; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 45th day after such filing obligation arises;following Effective Time of the Exchange Offer Registration Statement, the Registered Exchange Offer has not been consummated; or (iii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement is not declared required by this Agreement has become effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Registrable Securities during the periods specified herein herein. Each of the foregoing shall constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Commission; provided, however, that the Company shall in no event be required to pay Additional Interest for more than one Registration Statement to make registered dispositionsDefault at any given time. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities Registrable Securities, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults shall have been curedcured or they cease to be Registrable Securities (whichever is earlier), at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Amount”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall Amount will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent at the end of such first 90-day period immediately following the date on which the first Registration Default shall occur until all such Registration Defaults have been cured, up to a maximum Additional Interest Rate amount of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one all Registration Default at any given timeDefaults of 0.50% per annum. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will pursuant to Section 6(a) shall be payable in cash on the regular interest payment dates with respect paid to the Transfer Restricted SecuritiesHolders entitled thereto on May 15 and November 15 of any given year as more fully set forth in the Indenture and the Notes.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if If the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline240th day after the Issue Date; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated If obliged to file a Shelf Registration Statement and Statement, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 360th day after the obligation to file a Shelf Registration Statement arisesIssue Date; or (iviii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, (i) so long as the Company is subject to, and complies with, the periodic reporting requirements of the Exchange Act, subject to Rule 12b-25 of the Exchange Act, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum and (ii) otherwise, at a rate of 0.50% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.0% per annum. The Company will not be required to pay any Additional Interest for more than one during any Shelf Suspension Period and after the Company cures such Registration Default at any given timeDefault. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through or (ivii) below a “Registration Default”):: (i) if If by May 16, 2013, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (ivii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases to be effective or usable at any time during the Shelf Registration Period (except as permitted in paragraph (b)) belowand except as permitted in Section 2(d) in connection with resales of Transfer Restricted Securities, in and such failure to remain effective or usable continues for more than 30 consecutive days because either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum of the principal of the Initial Securities for the first 90 90-day period immediately following the occurrence of such a Registration Default (the “and such Additional Interest Rate”). The Additional Interest Rate shall will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent but in no event shall such increase, exceed 1.00% per annum. The Company Following the cure of all Registration Defaults relating to the particular Initial Securities, the interest rate borne by the relevant Initial Securities will not be required reduced to pay Additional Interest for more than one Registration Default at any given timethe original interest rate borne by such Securities. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall will be assessed as follows if any of the following events occur occurs (each such event identified in clauses (i) through (ivv) below a “Registration Default”below, an "Additional Interest Event"): (i) if If all Transfer Restricted Securities properly tendered to the Company have not been exchanged for New Securities on or prior to the 270th day following the date of the original issuance of the Securities; or (ii) If the Shelf Registration Statement has not been declared effective on or prior to the 270th day following the date of the original issuance of the Securities; or (iii) If, after the Exchange Offer Registration Statement is declared effective, such Exchange Offer Registration Statement thereafter ceases to be effective or usable at any time during the required period specified within this Agreement; or (iv) Whether or not the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the consummated, any required Shelf Registration Statement is not filed as promptly as practicable, and in any event within 50 days, following the Company fails to file the Shelf Registration Statement with the Commission on or prior Trigger Event giving rise to the 90th day after such filing obligation arises; (iii) if obligated requirement to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesin accordance with this Agreement; or (ivv) if If, after either the Exchange Offer Registration Statement or the any Shelf Registration Statement is declared (or becomes automatically) effective effective, (A) such Shelf Registration Statement thereafter ceases to be effective, effective during the Shelf Registration Period; or (B) such Shelf Registration Statement or the related prospectus Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the Shelf Registration Period (except as permitted in paragraph (b) belowof this Section 7) in connection with resales of Transfer Restricted Securities, in because either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement Statement, or supplement the related prospectusProspectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Securities at a rate otherwise payable on such Securities of 0.50% per annum from and including the date on which any such Registration Default Additional Interest Event shall occur to to, but excluding excluding, the date on which all such Registration Defaults Additional Interest Events have been curedcured or, at a rate of 0.25 percent per annum for if earlier, the date on which the Securities may first 90 day period immediately following the occurrence of such Registration Default (the “be resold in reliance on Rule 144(k). Such Additional Interest Rate”shall be payable in accordance with Section 7(c). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for In the event that more than one Registration Default of the aforementioned Additional Interest Event occurs at any given the same time, the maximum increase in the interest rate applicable to the Securities shall be 0.50% per annum. (b) A Registration Default An Additional Interest Event referred to in Section 6(a)(iv)(B7(a)(v) hereof shall be is deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default that Additional Interest Event has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities lawsCompany, where when such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus Prospectus or (y) the occurrence of other material events or developments with respect to the Company or its Affiliates that would need to be described in such Shelf Registration Statement or the related prospectus Prospectus, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus Prospectus to describe those events or, in the case of material developments that the Company determines in good faith must remain confidential for business reasons, the Company is proceeding promptly and in good faith to take such events; providedsteps as are necessary so that those developments need no longer remain confidential, however, that but in any case case, if such Registration Default occurs any Additional Interest Event (including any referred to in clause (x) or (y), above) continues for a continuous period in excess of 45 days, Additional Interest shall will be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs following the last day of that 45-day period until such Registration Default the date on which that Additional Interest Event is curedcured or, if earlier, the date on which the Securities may first be resold in reliance on Rule 144(k). (c) Any amounts of Additional Interest due payable will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities, in the same manner as the manner in which regular interest is payable. The amount of Additional Interest for any period will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days that Additional Interest rate was applicable during that period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvii) below a “Registration Default”): (i) if If by August 9, 2005, the Registered Company has not filed the Exchange Offer is not consummated on or prior to the Consummation DeadlineRegistration Statement; (ii) if obligated to file If by November 7, 2005, the Shelf Exchange Offer Registration Statement and has not been declared effective by the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesCommission; (iii) if If the Company is obligated to file a Shelf Registration Statement and the such Shelf Registration Statement has not been declared effective by December 7, 2005; (iv) If the Exchange Offer is not consummated on or before the 30th day after the Exchange Registration Statement has been declared effective by the Commission on or prior to Commission; (v) If the 180th day after the obligation Company is obligated to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed on or prior to the 30th day (the “Shelf Filing Date”) after the date such obligation to file the Shelf Registration Statement arises; (vi) If the Company is obligated to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective on or prior to the 60th day after the Shelf Filing Date; or (ivvii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.5% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(vii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clauses (i)-(vii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) if the Registered Exchange Offer Registration Statement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiA) if obligated to file a Shelf Registration Statement and the Shelf Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a applicable Effectiveness Deadline or (B) any Shelf Registration Statement arisesrequired by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; (iv) any Shelf Registration Statement required by this Agreement is not filed with the Commission on prior to the applicable Filing Deadline; or (ivv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission; provided, that a Registration Default under the preceding clause (ii)(B), (iv) or (3v) such Registration Statement is a shall be deemed cured at the Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionsObligation Termination Time. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the "ADDITIONAL INTEREST RATE") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.5% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.5% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company Issuer that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company Issuer is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 90 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through or (ivii) below a “Registration Default”):: (i) if If by January 10, 2014, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (ivii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases to be effective or usable at any time during the Shelf Registration Period (except as permitted in paragraph (b)) below) and such failure to remain effective or usable continues for more than 30 days (whether or not consecutive), in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: Shelf Registration Period because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum of the principal of the Initial Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent but in no event shall such increase exceed 1.00% per annum. The Company Following the cure of all Registration Defaults relating to the particular Initial Securities, the interest rate borne by the relevant Initial Securities will not be required reduced to pay Additional Interest for more than one Registration Default at any given timethe original interest rate borne by such Securities. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and or to be continuing in relation to a Shelf Registration Statement or the related prospectus if if: (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and prospectus; and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if unless such Registration Default occurs event as a result of such circumstances continues for a continuous period of time in excess of 45 30 days, in which case (x) such event shall, as of the 31st day following the first occurrence of such event, be deemed to be a Registration Default, and (y) Additional Interest shall be payable in accordance with Section 6(a) from such 31st day until the day such Registration Default occurs until such Registration Default is curedtime set forth in Section 6(a). (c) The remedy set forth in Section 6(a) hereof shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default. (d) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”): (i) if the Registered If an Exchange Offer Registration Statement is not consummated filed with the Commission on or prior to the Consummation Deadline90th day after the Issue Date; (ii) If an Exchange Offer Registration Statement or, if required pursuant to Section 2(a)(i) above, a Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 270th day after the Issue Date; (iii) If the Registered Exchange Offer has not been consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective; (iv) If obligated to file the Shelf Registration Statement and pursuant to pursuant to Section 2 above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 30th day after such filing the date (the “Shelf Filing Date”) on which the obligation to file a Shelf Registration Statement arises; (iiiv) if If obligated to file a Shelf Registration Statement and pursuant to Sections 2(a)(ii-iv) above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesFiling Date; or (ivvi) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effectiveeffective during the periods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, at all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of 0.25 percent the Additional Interest will be 0.50% per annum year for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.50% per annum year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.50% per annumyear. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate, 10.5%. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “"Registration Default”"): (i) if the Company has not filed any Registration Statement required by this Agreement with the Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement has not become effective on or prior to the applicable Effectiveness Deadline; (iii) the Registered Exchange Offer is has not been consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate Default, which rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to ------------------- the Transfer Restricted Securities (except with respect to (iii) below, which such Additional Interest shall only apply to the Securities held by the affected Holder(s)) shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “"Registration Default”):"): --------------------- (i) if the Registered Exchange Offer is not consummated If on or prior to the Consummation Deadline150th day after the Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th 220th day after such filing obligation arisesthe Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement has not been declared effective by the Commission; (iii) if obligated The Company fails with respect to file a Shelf Registration Statement Holder of Notes that supplies the Notice and Questionnaire described in Section 1(d) above to amend or supplement the Shelf Registration Statement is not declared effective by in the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; ormanner set forth in Section 1(d) above; (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) effective, such Shelf Registration Statement thereafter or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because the Company suspends the effectiveness of such Shelf Registration Statement beyond the periods set forth in Section 2(h) above; (v) If after the Shelf Registration Statement is declared effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein and the Company fails to cure the Shelf Registration Statement within fifteen (15) business days by filing a post-effective amendment or report pursuant to the Exchange Act; (vi) If on or prior to the 120th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been filed with the Commission; or (vii) If on or prior to the 180th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been declared effective by the Commission. Each of the foregoing will constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Notes and Conversion Shares that are Transfer Restricted Securities Shares over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “"Additional Interest Rate”"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time.------------------------- (b) A Registration Default referred to in Section 6(a)(iv)(B8(a)(v) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any ----------------- case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 8(a) above will be payable in cash to the "Record Holder" (as defined in Section ------------- 8(d) below) on the regular interest payment dates "Damages Payment Dates" (as defined in Section 8(d) --------------------- below) with respect to the Transfer Restricted Securities.Notes and the Conversion Shares. The amount of Additional Interest will be determined by (1) multiplying the applicable Additional Interest Rate by (x) in the case of the Notes, the "Applicable ---------- Principal Amount" (as defined in Section 8(d) below) or (y) in the case of ---------------- the Conversion Shares, the "Applicable Conversion Price" (as defined in --------------------------- Section 8(d) below) and then

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):: (i) if the Registered Company fails to file any Registration Statement required by this Agreement on or prior to the applicable deadline; (ii) any Registration Statement is not declared effective on or prior to the applicable effectiveness deadline; (iii) the Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file date that is 40 days after the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement ariseseffective; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase Default, to be increased by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.00% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest applicable to the Securities will be determined by multiplying the Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):: (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and If the Company fails to file the Shelf Exchange Offer Registration Statement with the Commission on or prior to the 90th 180th day after such filing obligation arisesthe Reference Date; (iiiii) if obligated to file a Shelf Registration Statement and If the Shelf Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th 270th day after the obligation to file a Reference Date; (iii) If neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement arises; orhas not become effective within 315 days of the Reference Date; (iv) if If after either the Exchange Offer Registration Statement becomes effective (A) such Exchange Offer Registration Statement thereafter ceases to be effective (unless such ineffectiveness is cured within the 270-day period described above); or (B) such Exchange Offer Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Exchange Offer Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Exchange Offer Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; (v) If required in lieu of the Exchange Offer Registration Statement, the Shelf Registration Statement is declared (or after it becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring effective; and such Shelf Registration Statement has been declared effective but ceases to make registered dispositionsbe effective or usable for more than 90 days, whether or not consecutive, during any twelve-month period. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, . Additional Interest shall accrue at a rate of 0.25 percent 0.25% per annum for during the first 90 90-day period immediately following the occurrence of such any Registration Default (the “Additional Interest Rate”). The Additional Interest Rate and shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum of 1.00% per annum thereafter. Following the cure of all Registration Defaults, the accrual of Additional Interest Rate on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timethe Securities. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 90 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated If on or prior to the Consummation Deadline180th day following the Issue Date, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th day after such following the occurrence of an event requiring the filing obligation arisesof a Shelf Registration Statement, the Shelf Registration Statement has not been filed with the Commission; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission If on or prior to the 180th 360th day after following the obligation to file a Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement ariseshas been declared effective by the Commission; (iv) If on or prior to the 360th day following the Issue Date, neither the Registered Exchange Offer has been consummated nor, if required in lieu thereof, the Shelf Registration Statement has been declared effective by the Commission; or (ivv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionsherein. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured; provided that no Additional Interest will accrue or be payable on (1) any Exchange Securities, (2) on Initial Securities that cease to be outstanding or (3) after the Initial Securities (a) become freely transferable without restriction by persons that are not affiliates of the Company pursuant to Rule 144 under the Securities Act or any successor provision thereto or otherwise where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied, (b) do not bear any restrictive legends, and (c) do not bear a restrictive CUSIP number. Additional Interest shall accrue at a rate of 0.25 percent 0.25% per annum for during the first 90 90-day period immediately following the occurrence of such Registration Default (the “Default. The rate at which Additional Interest Rate”). The Additional Interest Rate shall accrue will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent at the end of such first 90-day period until all immediately following the date on which the first Registration Defaults have been curedDefault shall occur, up to a maximum Additional Interest Rate of 0.50 percent but in no event shall such rate exceed 1.00% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clauses (i) through (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Debentures and Conversion Shares that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”"): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th day after such filing obligation arisesthe first date of original issuance of the Debentures, the Resale Shelf Registration Statement has not been filed with the Commission; (iiiii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission If on or prior to the 180th day after the obligation to file a first date of original issuance of the Debentures, the Resale Shelf Registration Statement ariseshas not been declared effective by the Commission; or (iviii) if If after either the Exchange Offer Registration Statement or the Resale Shelf Registration Statement is declared (or becomes automatically) effective (A) such Resale Shelf Registration Statement thereafter ceases to be effective, ; or (B) such Resale Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) belowSection 5(b)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Resale Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Resale Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the outstanding Debentures and/or the issued and outstanding Conversion Shares that are Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for in the first 90 day period immediately following case of(i) and 0.50% per annum in the occurrence case of (ii) or (iii) of the sum of (x) the aggregate Applicable Principal Amount of such Registration Default outstanding Debentures and (y) in the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedcase of any issued and outstanding Conversion Shares, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timethe aggregate Applicable Conversion Price. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a the Resale Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xi) the filing of a post-effective amendment to such Resale Shelf Registration Statement pursuant to Section 1(d) or to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (yii) other material events or developments with respect imposition of a suspension period pursuant to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and clause (ii) or (v) of Section 2(b) and in the case of clause (yii), the Company is proceeding promptly (subject to the provisions of Section 2(h)) and in good faith to amend or supplement such Resale Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 5(a) above will be payable in cash to the Record Holder on the regular interest payment dates Damages Payment Dates with respect to the Transfer Restricted SecuritiesDebentures and Conversion Shares. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by, in the case of the Debentures, the Applicable Principal Amount and, in the case of the Conversion Shares, the Applicable Conversion Price, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (d) The parties hereto agree that the Additional Interest shall constitute a reasonable estimate of the damages that may be incurred by the Holders of Securities (other than the Initial Purchaser) for a Registration Default and shall constitute liquidated damages; the actual damages that the Holders of the Securities might sustain as a result of a Registration Default would be difficult to ascertain; and the payment of Additional Interest would be reasonable and just compensation for a Registration Default.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration Default”): (i) if the Registered Exchange Offer is Shelf Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission by the 120th day after the first date of original issuance of the Initial Securities; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is has not declared become effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesfirst date of original issue of the Initial Securities; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective but (A) such the Shelf Registration Statement thereafter ceases to be effective, effective (without being succeeded immediately by an effective replacement shelf registration statement) or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, Securities (as defined below) during any period which exceeds 90 days in the aggregate in any consecutive 12-month period because either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the occurrence or existence of any pending corporate development or other similar event with respect to us or a public filing with the Commission that, in the Company’s reasonable discretion, makes it appropriate to suspend the availability of such Registration Statement is a Shelf Registration Statement that has expired before and the related Prospectus. Each of the foregoing will constitute a replacement Shelf Registration Statement has become effective causing an interruption in Default whatever the ability reason for any such event and whether it is voluntary or involuntary or is beyond the control of Holders the Company or pursuant to operation of Transfer Restricted Securities covered law or as a result of any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the outstanding Initial Securities that are Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum of the principal amount of Initial Securities that are Transfer Restricted Securities then outstanding (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence and during the continuance of such Registration Default. The Additional Interest Rate shall increase to 0.50% per annum of the principal amount of Initial Securities that are Transfer Restricted Securities then outstanding from and after the 91st day following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum . No Additional Interest Rate will accrue on any shares of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timeCommon Stock into which Initial Securities have been converted. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Initial Securities that are Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the outstanding Initial Securities that are Transfer Restricted Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “"Registration Default”"): (i) if If on or prior to the Exchange Offer Filing Deadline, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) If on or prior to the Shelf Registration Filing Deadline, a Shelf Registration Statement has not been filed with the Commission; (iii) If on or prior to the Exchange Offer Consummation Deadline, the Registered Exchange Offer is not consummated consummated; (iv) If on or prior to 90 days following the Consummation Shelf Registration Filing Deadline (such day being the "Shelf Registration Effectiveness Deadline; (ii") if obligated in the event a Shelf Registration is required in lieu of the Registered Exchange Offer pursuant to file Section 2 hereof, the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is has not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesbecome effective; or (ivv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted SecuritiesSecurities during any periods after the Exchange Offer Effectiveness Deadline or Shelf Registration Effectiveness Deadline, in either as the case during the periods specified herein for any reason, includingmay be, but not limited prior to the following: consummation of the Exchange Offer or the Shelf Registration Termination Date, as the case may be, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”"): (i) if If by November 21, 1997, neither the Registered Exchange Offer is not consummated on or prior Registration Statement nor a Shelf Registration Statement relating to such series of Securities has been filed with the Consummation DeadlineCommission; (ii) If by April 6, 1998, neither the Registered Exchange Offer relating to such series of Securities is consummated nor, if obligated to file the required in lieu thereof, a Shelf Registration Statement and relating to such series of Securities is declared effective by the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises;Commission; or (iii) if obligated to file a Shelf Registration Statement If, after April 6, 1998, and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement relating to such series of Securities is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective (except as permitted in paragraph (b)); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or thereunder (3) such period of time during which the Registration Statement is a Shelf not effective or the Registration Statement that has expired before or the related prospectus is not useable being referred to as a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions"Blackout Period"). Additional Interest shall accrue on the Transfer Restricted Securities covered by the Registration Statement to which the Registration Default relates over and above the interest rate otherwise payable on set forth in the title of such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults relating to the Securities have been cured, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “"Additional Interest Rate”"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default Blackout Period referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing a Registration Default in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events or developments with respect to the Company Issuer that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company Issuer is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default Blackout Period occurs for a continuous period in excess of 45 days, a Registration Default shall be deemed to have occurred on the 46th day of such Blackout Period and Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or Prospectus useable. (c) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of Section 6 above will be payable in cash cash, on each SemiAnnual Interest Accrual Date or Interest Payment Date (each as defined in the Indenture), as the case may be, commencing with the first SemiAnnual Interest Accrual Date following the applicable Registration Default. The amount of Additional Interest will be determined by multiplying the Additional Interest Rate by the Accumulated Amount (as defined in the Indenture) of such Securities on the relevant Additional Interest payment date, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Payments of Additional Interest on the Securities will be made to the Holders of such Securities on the regular interest record date immediately preceding the relevant Additional Interest payment dates with respect to the Transfer Restricted Securitiesdate.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) if the Registered Exchange Offer is Shelf Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission by the 90th day after the Issue Date; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to by the 180th day after the obligation to file a Shelf Registration Statement arisesIssue Date; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effectiveeffective or, or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) useable in connection with resales of Transfer Restricted Securities, in either case Securities (as defined below) during the periods specified herein for any reason, including, but not limited to the following: because (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission . Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”"ADDITIONAL INTEREST RATE"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus so as to describe such eventsevents as required by paragraph 2(h) hereof or so as to otherwise cure the Registration Default referred to in Section 5(a)(iii); provided, however, that in any case if such Registration Default occurs (i) for a continuous period in excess of 45 daysdays in any 90 day period or (ii) for an aggregate of 90 days in any 12 month period, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) In the event, after the effective date of the Shelf Registration Statement, a Holder notifies the Company that it desires to be included as a Selling Stockholder in the Shelf Registration Statement pursuant to Section 1(a) hereof, and in the process of amending or supplementing the Shelf Registration Statement and the related prospectus to include such Holder as a Selling Stockholder, the Securities and Exchange Commission (the "SEC") notifies the Company in writing (the "Notice") that the Company is prohibited from including such Holder as a Selling Stockholder in the Shelf Registration Statement and that the Company must file a new registration statement with the SEC and recommence the registration process (the "New Registration Statement") in order to register such Holder's Securities, the Company will not be deemed to be in Registration Default pursuant to Section 5(a)(iii) hereof from the date the Company receives the Notice until the date the New Registration Statement is declared effective by the SEC; provided, however, that in the event the Company does receive such Notice, the Company will proceed promptly and in good faith to cause such New Registration Statement to be declared effective. (d) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Initial Securities (as set forth in the Indenture). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (e) All obligations of the Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted SecuritiesSecurity at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest Under Certain Circumstances. (a) Additional The Companies and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Companies fail to fulfill their obligations herein. Accordingly, additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Initial Shelf Registration Statement and the Company fails to file the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the 90th day after such filing obligation arisesFiling Deadline; (iiiii) if obligated to file a the Initial Shelf Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after Effectiveness Deadline Date; (iii) the obligation Companies have failed to file a Shelf Registration Statement arisesperform their obligations set forth in Section 1(d) within the time period required therein; or (iv) if after either the Exchange Offer any Shelf Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf-Registration Statement filed and declared effective) or (B) the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or and the related prospectus ceases to be usable (except as permitted in paragraph (b) below) useable in connection with resales of Transfer Restricted Securities, in either case Registrable Securities during the periods specified herein (in each case other than during a Deferral Period) and the Companies do not cure the default and make the Shelf Registration Statement and the prospectus useable within five Business Days or, if applicable, the Companies do not terminate the Deferral Period within the time provided for in the last sentence of Section 2(h). Each of the foregoing will constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Companies or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Registration Statement to make registered dispositions. Commission. (b) Additional Interest shall accrue on the Transfer Restricted Registrable Securities over and above the interest rate otherwise payable on such set forth in the title of the Registrable Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “"Additional Interest Rate”)") of the aggregate principal amount of the Securities that are Registrable Securities. The In the case of Securities that have been converted into or exchanged for Underlying Common Stock, Additional Interest Rate shall increase by an additional 0.25 percent accrue at a per annum with respect rate equal to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum 0.50% of the Applicable Conversion Price of such shares of Underlying Common Stock that are Registrable Securities. In the case of Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred accruing solely as a result of a Registration Default of the type described in Section 5(a)(iii), such Additional Interest shall be paid only to the Notice Holders that caused the Companies to incur the obligations set forth in Section 1(d) the non-performance of which is the basis of such Registration Default. Any Additional Interest accrued with respect to any principal amount of Securities called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the interest payment date with respect to such Securities under the Indenture, shall, in any such event, be paid instead to the Holder who submitted such Securities for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion) to the extent set forth in the Indenture. Notwithstanding the foregoing, no Additional Interest shall accrue as to any Registrable Security from and after the earlier of (x) the filing date such security is no longer a Registrable Security and (y) the expiration of the Effectiveness Period. The rate of accrual of the Additional Interest with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. Following the cure of all Registration Defaults requiring the payment by the Companies of Additional Interest to the Holders of Registrable Securities pursuant to this Section 5, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Companies). No monetary damages, other than as specified herein, shall be available to the Holders of Registrable Securities for a post-effective amendment Registration Default, except in the case of fraud, bad faith or gross misconduct. (c) Subject to the last sentence of the preceding paragraph, the Trustee shall be entitled, on behalf of Holders of Registrable Securities, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. (d) All of the Companies' obligations set forth in this Section 5 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full. (e) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be or declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case available for effecting resales of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable Registrable Securities in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is curedprovisions hereof. (cf) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Registrable Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Registrable Securities or the Applicable Conversion Price of the Registrable Securities, as applicable, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The Registrable Securities entitled to payment of Additional Interest shall be determined as of the Business Day immediately preceding the next regular interest payment date with respect to the Registrable Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below is referred to herein as a “Registration Default”): (i) if the Registered Exchange Offer is not consummated Company fails to file any Registration Statement required to be filed by this Agreement on or prior to the Consummation Deadlineapplicable deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf any Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesapplicable effectiveness deadline; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement Statement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding and including the date immediately preceding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 day period immediately following the occurrence days of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent period and at a rate of 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timethereafter. (b) A Registration Default referred to in Section 6(a)(iv)(B7(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until the day on which such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The obligation of the Company to pay the Additional Interest in the case of any Registration Default shall be the sole and exclusive remedy of the Holders for any such Registration Default. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder that is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below being herein called a “"Registration Default”"): (i) if the Registered Company fails to file an Exchange Offer Registration Statement or, if obligated to file a Shelf Registration Statement pursuant to Section 2(a)(x), a Shelf Registration Statement with the Commission on or prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) if the Exchange Offer Registration Statement or, if obligated to file a Shelf Registration Statement pursuant to Section 2(a)(x), a Shelf Registration Statement is not declared effective by the Commission on or prior to the 90th day after the Filing Date, (iii) if the Exchange Offer is not consummated on or prior to before the Consummation Deadline;40th day after the Exchange Offer Registration Statement is declared effective, (iiiv) if obligated to file the Shelf Registration Statement and pursuant to Section 2(a)(y) above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises;the Trigger Date, (iiiv) if obligated to file a Shelf Registration Statement and pursuant to Section 2(a)(y) above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 90th day after the obligation to file a Shelf Registration Statement arises; Filing Date, or (ivvi) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(vi) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer is Shelf Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission by the 90/th/ day after the first date of original issuance of the Initial Securities; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to by the 180th 180/th/ day after the obligation to file a Shelf Registration Statement arisesfirst date of original issue of the Initial Securities; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective, effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, Securities during any period in either case during excess of the suspension periods specified herein for any reason, including, but not limited to the following: permitted in Section 2(i) because (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent to 0.50% per annum with respect to each subsequent 90-thereof from and after the 91/st/ day period until all following such Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timeDefault. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Electing Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsprospectus; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 5(a) hereof will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”): (i1) if the Registered an Exchange Offer Registration Statement required by this Agreement is not consummated filed with the Commission on or prior to the Consummation Deadline;180th day after the Issue Date, (ii2) an Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 270th day after the Issue Date or, if obligated to file a Shelf Registration Statement pursuant to Section 2(a)(x) above, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date, (3) the Exchange Offer has not been consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective, (4) if obligated to file the Shelf Registration Statement and pursuant to Section 2(a)(y), the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day (the “Shelf Filing Date”) after such filing the date on which the obligation to file a Shelf Registration Statement arises;, (iii5) if obligated to file a Shelf Registration Statement and pursuant to clause 2(a)(y) above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 90th day after the obligation to file a Shelf Registration Statement arises; Filing Date, or (iv6) if after either the Exchange Offer any Registration Statement or the Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. ; Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (x) the date on which all such Registration Defaults have been curedcured and (y) the date the Issuers’ obligation to keep the Registration Statement effective ceases under Section 2(b) hereof, at a rate of 0.25 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.00% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (ba) A Registration Default referred to in Section 6(a)(iv)(B6(a)(vi) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (cb) Any amounts of Additional Interest due pursuant to Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “"Registration Default”"): (i) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arises; orthe Consummation Deadline; (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; or (v) after the 60th consecutive day in any 90-day period or the 90th day in any 365-day period, as the case may be, of any Suspension Period, the suspension referred to in Section 1 or (3) Section 2, as applicable, has not been terminated. Each of the foregoing will constitute a Registration Default whatever the reason for any such Registration Statement event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent $0.05 per annum for the first 90 day period immediately following the occurrence week per $1,000 principal amount of Securities held by such Registration Default Holder (the “"Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest ") for more than one Registration Default at any given time.the first (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”"): (i) if If by the end of 45 days after the original issuance of the Initial Securities, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by the end of 150 days after the original issuance of the Initial Securities, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (iviii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective prior to the end of the periods specified herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one A Registration Default at any given timeunder clause (i) of this Section 6(a) shall be deemed to have been cured when an Exchange Offer Registration Statement or a Shelf Registration Statement has been filed with the Commission. A Registration Default under clause (ii) of this Section 6(a) shall be deemed to have been cured when the Registered Exchange Offer has been consummated or the Shelf Registration Statement has been declared effective. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”):: (i) if the Registered Exchange Offer is not consummated on or prior to June 20, 2011, the Consummation DeadlineExchange Offer Registration Statement has not been filed with the Commission; (ii) if obligated the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement has not been filed with the Commission on or prior to the 90th 60th day after the date on which the obligation to file such filing obligation Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to September 19, 2011, neither the Registered Exchange Offer nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arisesStatement; or (ivv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if If the Exchange Offer Registration Statement does not become effective by the 365th day following the date hereof; (ii) If the Registered Exchange Offer is not consummated on or prior to completed within 30 days after the Consummation Deadline; (ii) if obligated to file the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesbecomes effective; (iii) If required pursuant to Section 3, if obligated to file a Shelf Registration Statement and the an effective Shelf Registration Statement is not declared effective made available by the Commission later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on or prior which the requirement to the 180th day after the obligation to file a make such Shelf Registration Statement available arises; or (iv) if If after either the Exchange Offer Registration Statement is declared (or becomes automatically) effective, and prior to the completion of the Registered Exchange Offer, or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) belowand the last paragraph of Section 3) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been cured, at a cured and (ii) the date which is two years after the date hereof. The rate of 0.25 percent the Additional Interest will be 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.00% per annum. The Company will not be required to pay Additional Interest for more than one , regardless of the number of Registration Default at any given timeDefaults that shall have occurred and are continuing. (b) A Registration Default referred to in Section 6(a)(iv)(B7(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. A Registration Default referred to in Section 6(a7(a)(1) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 7(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 7(a)(iii) or Section 7(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated. Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) If by July 22, 2004, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by October 20, 2004, the Exchange Offer Registration Statement or, if obligated to file a Shelf Registration Statement pursuant to Section 2 of this Agreement, a Shelf Registration Statement is not declared effective by the Commission; (iii) If the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline40th day after the Exchange Offer Registration Statement is declared effective; (iiiv) if If obligated to file the Shelf Registration Statement and Statement, the Company fails to file the Shelf Registration Statement with the Commission SEC on or prior to the 90th 45th day after such filing obligation arises; the date (iiithe “Shelf Filing Date”) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after which the obligation to file a Shelf Registration Statement arises; or; (ivv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.50% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 2.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.