Common use of Additional Interest Clause in Contracts

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within 2 Business Days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on in an amount equal to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the Notes and 90-day period or portion thereof that the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% per annum at the end of an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause (iv) above, the period in which Issuer shall file with the Commission such amendment in clause (4) above, shall not commence until the later of (x) the date such Registration Statement ceases to be effective, and (y) such date on which all of a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the filingsHolders entitled thereto, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) manner provided for the Notes or the New Notes, in trust, for the benefit payment of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture)and the Securities, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Payment Date, as more fully set forth in this Section 5 the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the has not been Consummated or a Shelf Registration Statement have has not been filed declared effective by the Commission on or prior to the 90th 360th day following after the original issuance of the Notes; Initial Placement Date, or (iib) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the if applicable, a Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement but shall thereafter cease to be effective or usable in connection with during the resales Effectiveness Period (other than because of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering sale of all of the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) will shall accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase (which rate will be increased by an additional 0.25% per annum at the end of for each subsequent 90-day period up that such Additional Interest continues to a maximum of 0.50accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum with respect annum) (such Additional Interest to all be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration Defaultsceases to be effective in the case of clause (b) above; provided, until however, that upon the date on which all exchange of the filingsExchange Notes for all Transfer Restricted Securities tendered, declarations or upon the effectiveness of effectiveness and consummations referred the applicable Shelf Registration Statement which had ceased to in the preceding sentence have been achievedremain effective, on which date the interest rate Additional Interest on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by in respect of which such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture events relate as a result of such clause (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notesrelevant subclause thereof), as the case may be, by depositing with shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Trustee (which Issuers shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient obligated to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes during a reasonable estimate of the damages that will be suffered Shelf Suspension Period permitted by Holders of Notes or New Notes by reason of the happening of any Registration DefaultSection 4(a) hereof. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.25 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto in the manner provided for the payment of interest in the Indenture on each Interest Payment Date as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all Registration Defaults, until the date on which all obligations of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient Guarantors to pay the Additional Interest then due. The Additional Interest due shall be payable on each additional interest payment date specified by the Indenture (or such New Notes Indenture) with respect to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the has not been Consummated or a Shelf Registration Statement have has not been filed declared effective by the Commission on or prior to the 90th 360th day following after the original issuance of the Notes; Initial Placement Date, or (iib) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the if applicable, a Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement but shall thereafter cease to be effective or usable in connection with during the resales Effectiveness Period (other than because of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering sale of all of the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) will shall accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase (which rate will be increased by an additional 0.25% per annum at the end of for each subsequent 90-day period up that such Additional Interest continues to a maximum of 0.50accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum with respect annum) (such Additional Interest to all be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration Defaultsceases to be effective in the case of clause (b) above; provided, until however, that upon the date on which all exchange of the filingsExchange Notes for all Transfer Restricted Securities tendered, declarations or upon the effectiveness of effectiveness and consummations referred the applicable Shelf Registration Statement which had ceased to in the preceding sentence have been achievedremain effective, on which date the interest rate Additional Interest on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by in respect of which such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture events relate as a result of such clause (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notesrelevant subclause thereof), as the case may be, by depositing with shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Trustee (which Issuers shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient obligated to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes during a reasonable estimate of the damages that will be suffered Shelf Suspension Period permitted by Holders of Notes or New Notes by reason of the happening of any Registration DefaultSection 4(a) hereof. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail fails to perform fulfill their obligations under this Section 2 or 3 hereof and that that, in such case, it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event thatsubject to Section 2(b), if: (i) neither the Exchange Offer Company does not file a Registration Statement nor covering all the Shelf Registration Statement have been filed Registrable Securities on or prior to before the 90th day following the original issuance of the NotesFiling Date; (ii) neither the Exchange Offer such Registration Statement nor the Shelf Registration Statement have been is not declared effective by the Commission on or prior to before the 180th day following the original issuance of the NotesEffectiveness Date; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th Company extends any Suspension Period (as defined below) beyond forty-five (45) days during any consecutive one hundred eighty (180) day following the original issuance of the Notesperiod; or (iv) either the Exchange Offer a Registration Statement or Shelf is filed and declared effective but, during the applicable Effectiveness Period, a Registration Statement cease is not effective for any reason or the Prospectus contained therein is not available for use for any reason, in each case other than due to be a Suspension Period as provided in Section 3(c), for its intended purpose without such disability being cured within ten (10) Business Days by an effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering to such Registration Statement, a supplement to the Notes Prospectus, or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act that cures such failure or the New Notes, as effectiveness of the case may be, which has been filed and declared effectiveRegistration Statement; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional interest for so long as any Notes or Registrable Securities are outstanding, in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell any Registrable Securities and not as a penalty (“which remedy will not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay to each Holder of Notes or Registrable Securities then outstanding aggregate Additional Interest”Interest equal to 0.25% per year on all outstanding Notes constituting Registrable Securities (and all outstanding Common Stock to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Common Stock remain Registrable Securities) for the first 90 days after such Registration Default and then, if such Registration Default is then continuing, 0.50% per year on all outstanding Notes constituting Registrable Securities (and all outstanding Common Stock to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Common Stock remain Registrable Securities); provided that any payment on Common Stock will accrue be calculated based on the principal amount of the Notes and the New Notes, respectively (in addition as a result of conversion of which such Common Stock have been issued to the stated interest on extent such Common Stock constitute Registrable Securities; provided, further, that any such Additional Interest will cease to accrue to Holders hereunder and under the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while Indenture when any such Registration Default has occurred and is continuingwill cease, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaultsbe remedied or be cured. The Company will pay any Additional Interest will as set forth in, and subject to the terms and conditions of, the Indenture. In no event shall Additional Interest accrue under the terms of this Registration Rights Agreement and the Indenture at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum in excess of 0.50% per annum with respect pursuant to all this Registration DefaultsRights Agreement and the Indenture, until the date on which all regardless of the filings, declarations number of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes events or the New Notes, respectively, will revert circumstances giving rise to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient requirement to pay the such Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such dateInterest. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Registered Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within 2 Business Days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within 2 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“the "Additional Interest”) will accrue on the principal amount of the Notes and the New Notes"). Additional Interest shall accrue, respectively (in addition with respect to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented 90-day period (or portion thereof) immediately following the occurrence of all of the then existing first Registration Defaults. Additional Interest will accrue Default, at a rate of 0.25% per annum during of the 90-day period immediately following such first occurrence aggregate principal amount of a Registration Default and while any the Transfer Restricted Notes on the date of such Registration Default has occurred and is continuingDefault, and payable in cash semiannually in arrears on each Interest Payment Date, commencing on the date of such Registration Default. The rate of the Additional Interest shall increase by an additional 0.25% per annum at the end beginning of each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum rate of 0.50Additional Interest for all Registration Defaults of 1.00% per annum annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Registered Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii) or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid to the date on which all of the filingsHolders entitled thereto, declarations of effectiveness and consummations referred to in the preceding sentence have been achievedmanner provided for the payment of interest in the Indenture, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesPayment Date, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified more fully set forth in the Indenture (or such New Notes Indenture)and the Notes. Notwithstanding the fact that any securities for which Additional Interest is due cease to be Transfer Restricted Securities, sums sufficient all obligations of the Company to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) with respect to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any of the Exchange Offer Registration Statement nor Statements required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; date specified for such filing in sections 3(a) and 4(a), as applicable, (ii) neither the Exchange Offer any of such required Registration Statement nor the Shelf Registration Statement have Statements has not been declared effective by the Commission on or prior to the 180th day following date specified for such effectiveness in sections 3(a) and 4(a), as applicable, (the original issuance of the Notes; "Effectiveness Target Date"), (iii) neither the Exchange Offer has not been completed nor Consummated within 30 business days after the Shelf Registration Statement has been declared effective on or prior Effectiveness Target Date with respect to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement Statement, or Shelf (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within five business days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself immediately declared effective; effective (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantors jointly and severally agree to pay additional interest (“Additional Interest”) will accrue on the principal amount to each Holder of the Notes and the New Notes, respectively (in addition Transfer Restricted Securities with respect to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default and while any such Registration Default has occurred and is continuing, and continues. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.50 per annum week per $1,000 principal amount of Transfer Restricted Securities. The Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. All accrued additional interest shall be paid to Record Holders by the Company and the Guarantors by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date, as provided in the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of additional interest with respect to all Registration Defaults, until the date on which all such Transfer Restricted Securities will cease. All payment obligations of the filings, declarations of effectiveness Company and consummations referred to the Guarantors set forth in the preceding sentence paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Security shall have been achievedsatisfied in full provided, on which date however, that the additional interest rate shall cease to accrue on the Notes or the New Notes, respectively, will revert day immediately prior to the interest rate originally borne by date such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment Transfer Restricted Securities cease to be made on such dateTransfer Restricted Securities. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in In the event that: that (i) neither the Partnership has not filed the Exchange Offer Registration Statement nor or the Shelf Registration Statement have been filed with the Commission on or prior before the date on which such Registration Statement is required to the 90th day following the original issuance of the Notes; be so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) neither the such Exchange Offer Registration Statement nor the or Shelf Registration Statement have has not been declared effective by the Commission under the Act on or prior before the date on which such Registration Statement is required to be declared effective under the 180th day following the original issuance of the Notes; Act pursuant to Section 2(a) or Section 3(b), respectively, or (iii) neither the Exchange Offer has not been completed nor consummated within 260 days after the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original date of issuance of the Notes; or Securities, or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder (except as specifically permitted herein) without being succeeded immediately by any an additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; effective by the Commission under the Act (each such event referred to in the foregoing clauses (i) through (iv), ) is referred to herein as a “"Registration Default”"), then the Partnership shall pay additional interest (“"Additional Interest”") on the affected Securities that will accrue and be payable semiannually on the principal amount of the Notes and the New Notes, respectively Securities (in addition to the stated interest on the Notes and the New Notes), such Securities) from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuingoccurs to, to but excluding excluding, the date on which all filings, declarations of effectiveness and consummations, as Registration Defaults are cured (at which time the case may be, have been achieved which, if achieved on a timely basis, would have prevented interest rate will be reduced to its initial rate). During the occurrence of all of the then existing Registration Defaults. time that Additional Interest will accrue at a is accruing, the rate of Additional Interest shall be 0.25% per annum during the first 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuingperiod, and shall will increase by 0.25% per annum at the end of for each subsequent 90-day period up to a maximum during which any such Registration Default continues; provided, however, the rate of Additional Interest shall not exceed 0.50% per annum with respect to all in the aggregate regardless of the number of Registration Defaults, until . Additional Interest shall not accrue if the Partnership has filed the Exchange Offer Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) but is unable to complete the Registered Exchange Offer because of a change in applicable law and the Partnership then proceeds to file the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be filed pursuant to Section 3(b) and the Shelf Registration Statement is declared by the Commission under the Act on or before the date which such Registration Statement is required to be declared effective under the Act pursuant to Section 3(b). If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest that shall initially be in effect upon the occurrence of such subsequent Registration Default shall be 0.25% per annum during the first 90-day period following the occurrence of such Registration Default, regardless of the filings, declarations rate of effectiveness and consummations referred to Additional Interest in effect at the preceding sentence have been achieved, on which date time of any prior Registration Default at the interest rate on time of the Notes or the New Notes, respectively, will revert to the interest rate originally borne by cure of any such notesprior Registration Default. (b) The Company Without limiting the remedies available to the Initial Purchasers and the Guarantor shall notify Holders, the Trustee Partnership acknowledges that any failure by the Partnership to comply with its obligations under Section 2(a) and Section 3(b) hereof may result in material irreparable injury to the Indenture (Initial Purchasers or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesHolders for which there is no adequate remedy at law, as the case may be, by depositing with the Trustee (which shall that it will not be the Company possible to measure damages for these purposes) for the Notes or the New Notessuch injuries precisely and that, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening event of any Registration Defaultsuch failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Partnership's obligations under Section 2(a) and Section 3(b) hereof. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s 's and the Guarantor’s 's obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that Notwithstanding any postponement of the Holders of Notes or New Noteseffectiveness pursuant to Section 2(a) hereof, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event thatif: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th [60th] day following the original issuance of Issue Date, a Shelf Registration Statement has not been filed with the Notes;Commission; or (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th [180th] day following the original issuance of Issue Date, such initial Shelf Registration Statement is not declared effective by the NotesCommission; (iii) neither after the Exchange Offer has been completed nor the effectiveness date of any Shelf Registration Statement, (x) such Shelf Registration Statement has been ceases to be effective or usable for the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file (and have declared effective), within five Business Days, a post-effective on amendment to such Shelf Registration Statement or prior amendment or supplement to the 210th Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed [45] or [60] calendar days, as applicable, whether or not consecutive, in any [90] calendar day following period, or more than [120] calendar days, whether or not consecutive, during any 360 calendar day period during the original issuance of the NotesEffectiveness Period; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease Company shall have failed to be effective or usable timely comply with any of its obligations set forth in connection with Section 3(a)(ii) hereof, provided that such failure is not solely due to the resales failure of the Notes or New Notes during a period Holder of Registrable Securities to perform its obligations set forth in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; Section 3(a)(ii) hereof (each such event referred to in the foregoing clauses of (i) through (iv), a “Registration Default”), then the Company shall be required to pay additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any day following such Registration Default has occurred and is continuing, to but excluding the day on which such Registration Default is cured, at a rate per annum equal to an additional [one-quarter of one percent (0.25%)] of the Applicable Amount to and including the [90th] day following such Registration Default, and [one-half of one percent (0.50%)] thereof from and after the [91st] day following such Registration Default. In the event any Registrable Securities that are Securities are converted into Common Stock during the continuance of a Registration Default, the Company will deliver to each Holder converting Securities during the continuance of a Registration Default [___]% of the number of shares of Common Stock the Holder would have otherwise received upon conversion (“Additional Shares”) and no Additional Interest shall be payable on such converted Securities. (b) In the case of a Registration Default described in Sections 7(a)(i)–(iii) above, Additional Interest, if any, shall be payable only to Notice Holders and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid in cash semiannually in arrears, with the first semiannual payment due on the first interest payment date following the date on which all filingssuch Additional Interest begins to accrue, declarations to the Notice Holders in whose name the Securities or Common Stock issued upon conversion of effectiveness and consummationsthe Securities are registered at the close of business on [Month] __ or [Month] __, whether or not a Business Day, immediately preceding the relevant interest payment date. (d) Except as provided in Section 9(a) hereof, the Additional Interest or Additional Shares as set forth in this Section 7 shall be the exclusive cash (or asset, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert ) remedy available to the interest rate originally borne by Holders of Registrable Securities for such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The In no event shall the Company and the Guarantor shall be required to pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit excess of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture applicable maximum amount of [one-half of one percent (or such New Notes Indenture0.50%), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations ] set forth in this Section 5 shall survive the termination above, regardless of this Agreementwhether one or multiple Registration Defaults exist.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail fails to perform their fulfill its obligations under this Section 2 or 3 hereof and that that, in such case, it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event thatif: (i) neither the Exchange Offer Company does not file a Registration Statement nor by the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the NotesFiling Deadline; (ii) neither the Exchange Offer a Registration Statement nor the Shelf Registration Statement have been is not declared effective by the Commission on or prior to before the 180th day following the original issuance of the Notesapplicable Effectiveness Deadline; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the NotesCompany extends any Suspension Period beyond 45 days during any consecutive 12-month period; or (iv) either the Exchange Offer a Registration Statement or Shelf is filed and declared effective but, during the applicable Effectiveness Period, a Registration Statement cease is not effective for any reason or the Prospectus contained therein is not available for use for any reason, including by reason of its withdrawal or termination pursuant to Section 3(e), or, other than by reason of a Suspension Period as provided in Section 2(b), will fail to be usable for its intended purpose without such disability being cured within 10 Business Days by an effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering to such Registration Statement, a supplement to the Notes Prospectus, a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure or the New Noteseffectiveness of a Subsequent Form S-3, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c); or (y) the Company fails to satisfy any condition set forth in Rule 144(i)(2) as a result of which any of the case may beHolders are unable to sell Registrable Securities without restriction under Rule 144 (including, which has been filed and declared effective; without limitation, volume restrictions) (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay to each Holder, subject to Section 2(d), aggregate additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition equal to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following such first the occurrence of a any Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.250.50% per annum at the end of during each subsequent 90-day period up to a maximum of 0.50period; provided that in no event shall the Additional Interest exceed 2.000% per annum annum, on all outstanding Notes (and all outstanding Conversion Shares to the extent Conversion Shares have been issued with respect to all Registration Defaults, until any Notes prior to the date on which all occurrence of the filings, declarations Registration Default and such Conversion Shares remain Registrable Securities); provided that the payment of effectiveness and consummations referred to in the preceding sentence have been achieved, Additional Interest on which date the interest rate any such Conversion Shares will be calculated based on the principal amount of the Notes or the New Notes, respectively, will revert to the interest rate originally borne by as a result of conversion of which such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under Conversion Shares were issued; provided further that any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the such Additional Interest due on the Notes will cease to accrue to Holders hereunder when any such Registration Default will cease, be remedied or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such datecured. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any of the Exchange Offer Registration Statement nor Statements required by this Agreement are not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) neither the Exchange Offer any of such required Registration Statement nor the Shelf Registration Statement Statements have not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (each, an "EFFECTIVENESS TARGET DATE"), (iii) neither the Exchange Offer has not been completed nor Consummated within 30 business days, or longer, if required by federal securities laws, after the Shelf Effectiveness Target Date with respect to the Exchange Offer Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder Transfer Restricted Securities without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the New Notes, related Prospectus is not usable being referred to as the case may be, which has been filed and declared effective; a "BLACKOUT PERIOD") (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Subsidiary Guarantors, jointly and severally, agree to pay additional interest (“Additional Interest”"ADDITIONAL INTEREST") will accrue on the to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of the Notes and the New Notes, respectively (in addition Transfer Restricted Securities held by such Holder with respect to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of 0.50% Additional Interest of $.50 per annum week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and the Subsidiary Guarantors in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, such Transfer Restricted Securities will revert to the interest rate originally borne by such notescease. (b) The A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) 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 information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such 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 (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Subsidiary Guarantors set forth in this Section 5 section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive the termination of this Agreementuntil such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable periods specified herein without being succeeded in 30 days by a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement nor (and/or, if applicable, the Shelf Registration Statement have been filed on or prior Statement) to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been again be declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or made usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company agrees to pay to each Holder affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $0.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii), or (iv), as applicable, shall cease. All accrued additional interest shall be paid by the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon Company will cause the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due Paying Agent to make such payment on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indentureits behalf) to the record holders Holders entitled to receive thereto, in the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest manner provided for the payment of interest in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Indenture, on each Interest Payment Date, as more fully set forth in this Section 5 the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Transfer Restricted Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor Issuers fail to perform fulfill their obligations under Section 2 1 or 3 hereof Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: that either (i) neither the Registered Exchange Offer is not completed (other than in the event the Issuers and the Guarantors file a Shelf Registration Statement nor Statement) or (ii) the Shelf Registration Statement have been filed Statement, if required hereby, is not declared effective, in either case on or prior to 425 days after the 90th Issue Date (the “Target Registration Date”), the interest rate on the Notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the original issuance of Target Registration Date and (y) an additional 0.25% per annum thereafter (provided that the Notes; (iiinterest rate on the Notes will not be increased by more than 1.0% per annum in the aggregate) neither in each case until the Registered Exchange Offer Registration Statement nor is completed or the Shelf Registration Statement have been Statement, if required hereby, is declared effective on or prior to by the 180th day following the original issuance of the Notes;Commission. (iiib) neither the Exchange Offer has been completed nor If the Shelf Registration Statement has been declared (or becomes automatically) effective on and thereafter either ceases to be effective, or prior the prospectus contained therein ceases to be usable at any time during the 210th day following the original issuance Shelf Registration Period (as a result of the Notes; or (iv) either issuance by the Exchange Offer Registration Statement or Issuers and the Guarantors of a notice that the Shelf Registration Statement cease is unusable pending the announcement of a material corporate transaction, the issuance by the Issuers and the Guarantors of a notice suspending use of the Shelf Registration Statement as may be required under applicable securities laws to be issued or for any other reason), and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or posttwelve-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”)month period, then additional the interest rate on Notes that constitute Transfer Restricted Notes will be increased (“Additional Interest”) will accrue commencing on the principal amount of the Notes and the New Notes, respectively 61st day in such twelve-month period) by (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of x) 0.25% per annum during for the first 90-day period immediately following such first occurrence 60th day of a Registration Default ineffectiveness or lack of usability and while any such Registration Default has occurred and is continuing, and shall increase by (y) an additional 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date thereafter (provided that the interest rate on the Notes will not be increased by more than 1.0% per annum in the aggregate), which additional interest shall cease to accrue on such date that the Shelf Registration Statement has again been declared effective or the New Notesprospectus contained therein again becomes usable. If after any such cessation of the accrual of additional interest the Shelf Registration Statement again ceases to be effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, respectively, additional interest will revert again accrue pursuant to the interest rate originally borne by such notesforegoing provisions. (bc) The Company and the Guarantor Issuers shall notify the Trustee and the paying agent under the Indenture (or the trustee under any New Notes Indenture) immediately promptly upon the happening of each and every event that results in the accrual of additional interest pursuant to Section 3(a) or 3(b) (any such event being called a “Registration Default”). The Company and the Guarantor Issuers shall pay the Additional Interest additional interest due on the Transfer Restricted Notes or New Notes, as the case may be, by depositing with the Trustee paying agent (which shall may not be either of the Company Issuers for these purposes) for the Notes or the New Notes), in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. 10:00 a.m., New York City time, on the next interest payment date specified in by the Indenture (or such New Notes Indenture)and the Notes, sums sufficient to pay the Additional Interest additional interest then due. The Additional Interest additional interest due shall be payable on each interest payment date specified by the Indenture (or such New and the Notes Indenture) to the record holders holder entitled to receive the interest payment to be made on such date. Each obligation to pay additional interest shall be deemed to accrue from and including the date of the applicable Registration Default. (cd) The parties hereto agree that the Additional Interest liquidated damages in the form of additional interest provided for in this Section 5 constitutes 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Notes or New Transfer Restricted Notes by reason of the happening failure of any (i) the Registered Exchange Offer to be completed, (ii) the Shelf Registration DefaultStatement, if required hereby, to be declared effective or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement. (de) All As used herein, the term “Transfer Restricted Notes” means (i) each Note until the date on which such Note has been exchanged for a freely transferable Exchange Note in the Registered Exchange Offer, or (ii) each Note until the date on which it has been registered under the Securities Act and disposed of in accordance with the Company’s Shelf Registration Statement. In addition and solely for the Guarantor’s purposes of Section 8 hereof, “Transfer Restricted Note” also means each Note until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or may be resold to the public in accordance with Rule 144 by a person that is not an “affiliate” (as defined in Rule 144). Notwithstanding anything to the contrary in Sections 3(a) and 3(b) hereof, the Issuers shall not be required to pay additional interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the representations set forth in this the second to last paragraph of Section 5 shall survive 1 or failed to provide the termination of this Agreementinformation required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within five business days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within ten business days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby (subject to Section 4(b)) additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the liquidated damages shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the date on which all of the filingsHolders entitled thereto, declarations of effectiveness and consummations referred to in the preceding sentence have been achievedmanner provided for the payment of interest in the Indenture, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesPayment Date, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified more fully set forth in the Indenture (or such New Notes Indenture)and the Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, sums sufficient all obligations of the Company to pay the Additional Interest then due. The Additional Interest due shall be payable on each additional interest payment date specified by the Indenture (or such New Notes Indenture) with respect to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor Issuer fail to perform fulfill their obligations under this Section 2 or 3 hereof and that that, in such case, it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event thatsubject to Section 2(b), if: (i) neither the Exchange Offer Company does not file a Registration Statement nor covering all the Shelf Registration Statement have been filed Registrable Securities on or prior to before the 90th day following the original issuance of the NotesFiling Date; (ii) neither the Exchange Offer such Registration Statement nor the Shelf Registration Statement have been is not declared effective by the Commission on or prior to before the 180th day following the original issuance of the NotesEffectiveness Date; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th Company extends any Suspension Period (as defined below) beyond forty-five (45) days during any consecutive one hundred eighty (180) day following the original issuance of the Notesperiod; or (iv) either the Exchange Offer a Registration Statement or Shelf is filed and declared effective but, during the applicable Effectiveness Period, a Registration Statement cease is not effective for any reason or the Prospectus contained therein is not available for use for any reason, in each case other than due to be a Suspension Period as provided in Section 3(c), for its intended purpose without such disability being cured within ten (10) Business Days by an effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering to such Registration Statement, a supplement to the Notes Prospectus, or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act that cures such failure or the New Notes, as effectiveness of the case may be, which has been filed and declared effectiveRegistration Statement; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then for so long as any Secured Notes or Registrable Securities are outstanding, in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell any Registrable Securities and not as a penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company and the Issuer hereby agree to pay to each Holder of Secured Notes, Term Loans or Registrable Securities then outstanding aggregate additional interest equal to 4.50% per year on all outstanding Secured Notes or Term Loans (“Additional Interest”and all outstanding Ordinary Shares to the extent any Secured Notes have been exchanged prior to the occurrence of the Registration Default and such Ordinary Shares remain Registrable Securities) on and after the date of such Registration Default; provided that any payment on Ordinary Shares will accrue be calculated based on the principal amount of the Secured Notes and the New Notes, respectively (in addition as a result of which such Ordinary Shares have been issued to the stated extent such Ordinary Shares constitute Registrable Securities; provided, further, that any such additional interest on will cease to accrue to Holders hereunder and under the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while Loan Agreement when any such Registration Default has occurred and is continuingwill cease, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes be remedied or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Defaultbe cured. The Company and the Guarantor Issuer will pay any additional interest as set forth in, and subject to the terms and conditions of, the Loan Agreement. In no event shall pay additional interest accrue under the Additional Interest due on terms of this Registration Rights Agreement and the Notes or New NotesLoan Agreement at a rate in excess of 4.50% per annum pursuant to this Registration Rights Agreement and the Loan Agreement, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit regardless of the Holders thereof, prior number of events or circumstances giving rise to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient requirement to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such dateadditional interest. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree acknowledge that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail fails to perform their its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have has not been filed on or prior to the 90th 120th day following after the original issuance of the NotesClosing Date; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have has not been declared effective on or prior to the 180th 210th day following after the original issuance of the NotesClosing Date; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th 255th day following after the original issuance Closing Date; (iv) the Shelf Registration Statement has not been declared effective on or prior to the 120th day after the required or requested time of the Notesfiling pursuant to Section 3 hereof; or (ivv) either after the Exchange Offer Shelf Registration Statement or Statement, if applicable, has been declared effective, the Shelf Registration Statement cease ceases to be effective or usable for a period of time that exceeds 60 days in connection with the resales of the Notes or New Notes during a aggregate in any 12-month period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effectiveunder this Agreement; (each such event referred to in the foregoing clauses (i) through (ivv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively affected thereby (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the applicable Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon its knowledge of the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes), in trust, for the benefit of the Holders thereofentitled thereto, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto Obligors and the Initial Purchasers agree that the Holders of Registrable Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor Obligors fail to perform fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event thatCompany agrees to pay additional interest on the Notes ("Additional Interest") ( or "Assessed Damage Amounts" to the extent the Company elects to make payments under section 4(c) herein) under the circumstances and to the extent set forth below: (i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement have has been filed on or prior to the 90th day following the original issuance of the NotesFiling Date; (ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following Effectiveness Date; (iii) if an Initial Shelf Registration required by Section 2(c) (2) has not been filed on or prior to the original issuance date 45 days after delivery of the Notes; orShelf Notice; (iv) either if an Initial Shelf Registration required by Section 2(c) (2) has not been declared effective on or prior to the date 125 days after the delivery of the Shelf Notice; and/or (v) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 180 days after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Ex change Offer is consummated as to all Notes validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period. (1) upon the filing of the Ex change Registration Statement or the Initial Shelf Registration Statement cease to be effective or usable (in connection with the resales case of (i) above), (2) upon the effectiveness of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Exchange Registration Statement or post-a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration (in the case of (v) (A) above), or upon the subsequent effectiveness of the Exchange Registration Statement which had ceased to remain effective amendment covering or the effectiveness of a Shelf Registration (in the case of (v) (B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v) (C) above), Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the New Notesrelevant subclause thereof), as the case may be, which has been filed shall cease to accrue and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notesthe Notes. (b) The Company and the Guarantor Obligors shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of Holders within one business day after each and every Registration Defaultdate on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company and the Guarantor shall pay the Any amounts of Additional Interest due pursuant to (a) (i) , (a) (ii) , (a) (iii) , (a) (iv) or (a) (v) of this Section 4 will be payable in cash semi-annually on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next each regular interest payment date specified in the Indenture (or to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such New Notes Indenturedates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, immediately available funds in sums sufficient to pay the such Additional Interest. The amount of Additional Interest then due. The will be determined by multiplying the applicable Additional Interest due shall be payable on each interest payment date specified rate by the Indenture Accreted Value (in the case of any such determination on or prior to August 1, 2002) or the principal amount at maturity (in the case of any such New Notes Indenturedetermination after August 1, 2002) to of the record holders entitled to receive Registrable Notes, multiplied by a fraction, the interest payment to be made numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on such datethe basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. (c) The parties hereto agree Notwithstanding paragraph (b) above, the Obligors are not required to pay Additional Interest prior to the time cash interest is payable on the Notes; provided, however, that should the Obligors elect to defer payment of the Additional Interest provided for in this Section 5 constitutes a reasonable estimate (such amount, and any interest payable with respect thereto, the "Assessed Damage Amount") subsequent to the time such Additional Interest would otherwise be payable under paragraph (b) above, the Assessed Damage Amount will bear interest at the same rate as the Notes until such time of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Defaultpayment. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within 2 days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then additional the -------------------- Authority hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby ad- ditional interest (“Additional Interest”) will accrue on in an amount equal to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the Notes and 90-day period or portion thereof that the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% per annum at the end of an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Authority shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the date on which all of the filingsHolders entitled thereto, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) manner provided for the Notes or the New Notes, in trust, for the benefit payment of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture)and the Initial Notes, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Payment Date, as more fully set forth in this Section 5 the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Authority to pay additional interest with respect to securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have required by Section 3(a) of this Agreement has not been filed Consummated on or prior to the 90th day following the original issuance of the Notes; date specified therein, (ii) neither the Exchange Offer Registration Statement nor the any Shelf Registration Statement have required to be filed pursuant to Section 4(a)(ii) hereon has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; date specified for such effectiveness therein or (iii) neither the Exchange Offer has been completed nor the Shelf any Registration Statement has been required by this Agreement is filed and declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement but shall thereafter cease to be effective as required hereunder or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering to such Registration Statement that cures such failure and that is itself immediately declared effective (other than because of the Notes sale of all Securities registered thereunder or the New Notes, as the case may be, which has been filed and declared effective; a result of a notice given in accordance with Section 6(d) below for a period not to exceed 60 days in any twelve-month period) (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such additional interest (interest, “Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of by 0.25% per annum during the 90-day period immediately following such first and including the date of the occurrence of a any Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50period, but in no event shall such increase exceed 1.00% per annum annum. On and following the date of the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred such obligations with respect to in the preceding sentence such security shall have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert satisfied in full. Anything herein to the interest rate originally borne by contrary notwithstanding, no Holder who (x) was eligible to exchange such notes. Holder’s outstanding Transfer Restricted Securities at the time that the Exchange Offer was pending and Consummated and (by) The Company and failed to validly tender such securities for exchange pursuant to the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due Exchange Offer shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the any Additional Interest provided for in respect of such Transfer Restricted Security that would otherwise accrue subsequent to the date the Exchange Offer is Consummated pursuant to this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default5. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor Issuer fail to perform fulfill their obligations under this Section 2 or 3 hereof and that that, in such case, it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event thatsubject to Section 2(b), if: (i) neither the Exchange Offer Company does not file a Registration Statement nor covering all the Shelf Registration Statement have been filed Registrable Securities on or prior to before the 90th day following the original issuance of the NotesFiling Date; (ii) neither the Exchange Offer such Registration Statement nor the Shelf Registration Statement have been is not declared effective by the Commission on or prior to before the 180th day following the original issuance of the NotesEffectiveness Date; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th Company extends any Suspension Period (as defined below) beyond forty-five (45) days during any consecutive one hundred eighty (180) day following the original issuance of the Notesperiod; or (iv) either the Exchange Offer a Registration Statement or Shelf is filed and declared effective but, during the applicable Effectiveness Period, a Registration Statement cease is not effective for any reason or the Prospectus contained therein is not available for use for any reason, in each case other than due to be a Suspension Period as provided in Section 3(c), for its intended purpose without such disability being cured within ten (10) Business Days by an effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering to such Registration Statement, a supplement to the Notes Prospectus, or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act that cures such failure or the New Notes, as effectiveness of the case may be, which has been filed and declared effectiveRegistration Statement; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional interest for so long as any Notes or Registrable Securities are outstanding, in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell any Registrable Securities and not as a penalty (“which remedy will not be exclusive of any other remedies available at law or equity), the Company and the Issuer hereby agree to pay to each Holder of Notes or Registrable Securities then outstanding aggregate Additional Interest”Interest equal to 0.25% per year on all outstanding Notes constituting Registrable Securities (and all outstanding Ordinary Shares to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Ordinary Shares remain Registrable Securities) for the first 90 days after such Registration Default and then, if such Registration Default is then continuing, 0.50% per year on all outstanding Notes constituting Registrable Securities (and all outstanding Ordinary Shares to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Ordinary Shares remain Registrable Securities); provided that any payment on Ordinary Shares will accrue be calculated based on the principal amount of the Notes and the New Notes, respectively (in addition as a result of conversion of which such Ordinary Shares have been issued to the stated interest on extent such Ordinary Shares constitute Registrable Securities; provided, further, that any such Additional Interest will cease to accrue to Holders hereunder and under the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while Indenture when any such Registration Default has occurred will cease, be remedied or be cured. The Company and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Issuer will pay any Additional Interest will as set forth in, and subject to the terms and conditions of, the Indenture. In no event shall Additional Interest accrue under the terms of this Registration Rights Agreement and the Indenture at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum in excess of 0.50% per annum with respect pursuant to all this Registration DefaultsRights Agreement and the Indenture, until the date on which all regardless of the filings, declarations number of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes events or the New Notes, respectively, will revert circumstances giving rise to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient requirement to pay the such Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such dateInterest. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor has not been de- clared effective by the Shelf Registration Statement have been declared effective Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within 2 Business Days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on in an amount equal to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the Notes and 90-day period or portion thereof that the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% per annum at the end of an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause (iv) above, the period in which Issuer shall file with the Commission such amendment in clause (4) above, shall not commence until the later of (x) the date such Registration Statement ceases to be effective, and (y) such date on which all of a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the filingsHolders entitled thereto, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) manner provided for the Notes or the New Notes, in trust, for the benefit payment of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture)and the Securities, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Payment Date, as more fully set forth in this Section 5 the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that Notwithstanding any postponement of the Holders of Notes or New Noteseffectiveness pursuant to Section 2(a) hereof, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event thatif: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th 120th day following the original issuance of Issue Date, a Shelf Registration Statement has not been filed with the Notes;Commission, or (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of Issue Date, such initial Shelf Registration Statement is not declared effective by the Notes;Commission, or (iii) neither after the Exchange Offer has been completed nor the effectiveness date of any Shelf Registration Statement, (A) such Shelf Registration Statement has been ceases to be effective or usable for the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file (and have declared effective), within fifteen Business Days, a post-effective on amendment to such Shelf Registration Statement or prior amendment or supplement to the 210th day following Prospectus contained therein or such other document with the original issuance of Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (B) the Notes; Suspension Periods exceed 60 calendar days, whether or not consecutive, in any 12-month calendar period, or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease Company shall have failed to be effective or usable timely comply with any of its obligations set forth in connection with Section 3(a)(ii) hereof, provided that such failure is not solely due to the resales failure of the Notes or New Notes during a period Holder of Registrable Securities to perform its obligations set forth in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; Section 3(a)(ii) hereof (each such event referred to in the foregoing clauses of (i) through (iv) a "Registration Default"), a “Registration Default”), then the Company shall be required to pay additional interest (“"Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes"), from and including the date on which any Registration Default first occurs and while any day following such Registration Default has occurred and is continuing, to but excluding the date day on which all filingssuch Registration Default is cured, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum equal to an additional one-half of one percent (0.50%) of the Applicable Amount during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at from and including the end of 91st day after such Registration Default, and by an additional 0.25% on each subsequent 90-successive 91st day period up to a maximum of 0.50% per annum with respect to thereafter unless and until all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence Defaults have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notescured. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as In the case may beof a Registration Default described in Sections 7(a)(i)-(iii) above, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New NotesAdditional Interest, in trustif any, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or only to Notice Holders and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such dateRegistration Default relates. (c) The parties hereto agree that the Any amounts to be paid as Additional Interest provided for in pursuant to paragraph (a) of this Section 5 constitutes a reasonable estimate 7 shall be paid by wire transfer of immediately available funds or by federal funds check on the damages that will be suffered by Holders of Notes or New Notes by reason of first interest payment date following the happening of any Registration Defaultdate on which such Additional Interest begins to accrue. (d) All of Except as provided in Section 9(a) hereof, the Company’s and the Guarantor’s obligations Additional Interest as set forth in this Section 5 7 shall survive be the termination exclusive cash remedy available to the Holders of this AgreementRegistrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of the amount set forth above, regardless of whether one or multiple Registration Defaults exist.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any of the Exchange Offer Registration Statement nor Statements required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; date specified for such filing in this Agreement, (ii) neither the Exchange Offer any of such Registration Statement nor the Shelf Registration Statement have Statements has not been declared effective by the Commission on or prior to the 180th day following date specified for such effectiveness in this Agreement (the original issuance "Effectiveness Target Date"), regardless of ------------------------- the reasonableness of any efforts made by or on behalf of the Notes; Issuer to cause such Registration Statement to become effective), (iii) neither the Company fails to consummate the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance within 30 days of the Notes; or (iv) either Effectiveness Target Date with respect to the Exchange Offer Registration Statement Statement, or Shelf (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself immediately declared effective; effective (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Issuer hereby agrees -------------------- that additional interest (“"Additional Interest”") will shall accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue Transfer ------------------- Restricted Securities at a rate of 0.250.50% per annum over the rate at which interest is then otherwise accruing or, as applicable, principal is then accreting (as determined under the provisions of the Indenture) during the 90-90- day period immediately following such first the occurrence of a any Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50period, but in no event shall such Additional Interest exceed 2.00% per annum annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the Issuer shall not be obligated to accrue and pay Additional Interest on the Transfer Restricted Securities; provided, however, that, if at any time thereafter a different Registration Default occurs, Additional Interest shall again become payable on the relevant Transfer Restricted Securities pursuant to the foregoing provisions. All obligations of the Issuer set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred such obligations with respect to in the preceding sentence such Note shall have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notessatisfied in full. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders Notwithstanding any postponement of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail effectiveness pursuant to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:2(a): (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective if on or prior to the 180th calendar day following the original issuance Closing Date, a Shelf Registration Statement has not been filed with the Commission and OI Inc. has not exercised its option under Section 2(a)(2) to designate by means of an Officers’ Certificate (as defined in the Indenture) an Automatic Shelf Registration Statement as a Shelf Registration Statement able to be used for resales of the Notes;Registrable Securities, and if the Shelf Registration Statement is not an Automatic Shelf Registration Statement, such Shelf Registration Statement is not declared effective by the Commission; or (iiiii) neither the Exchange Offer has been completed nor the if an Automatic Shelf Registration Statement has been declared effective designated by OI Inc. solely at its option and in the manner set forth in Section 2(a)(2) and on or prior to the 210th 180th calendar day following the original issuance Closing Date, OI Inc. has not prepared and filed with the Commission a supplement to the Prospectus to cover resales of the NotesRegistrable Securities, if necessary; or (iviii) either if after the Exchange Offer Registration Statement or Effective Time of the Shelf Registration Statement cease any Holder of Registrable Securities that is not then an Electing Holder has returned a completed and signed Notice and Questionnaire to OI Inc. and provided such additional information as may be effective reasonably requested by the Company or usable OI Inc., subject to the exceptions set forth in connection with the resales Section 3(a)(ii), OI Inc. has not within 20 business days of the Notes or New Notes during receipt incorporated in a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement Prospectus supplement or post-effective amendment covering the Notes such information with respect to such Holder as such Holder reasonably requests to be included therein and made all required filings of such Prospectus supplement or the New Notes, such post-effective amendment as soon as the case may be, which OI Inc. has been filed and declared effective; received notification of the matters to be incorporated in such filing (each such event referred to in the foregoing of clauses (i), (ii) through and (iviii), a “Registration Default”), then the Company shall be required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default until such Shelf Registration Statement or supplement to the Prospectus is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) will accrue on of the principal amount of the Notes, to, and including, the 90th day following such Registration Default and one-half of one percent (0.50%) thereof from and after the 91st day following such Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable other than as a result of a Suspension Period (or the Holders of Registrable Securities are otherwise prevented or restricted by OI Inc. from effecting sales pursuant thereto) (an “Effective Failure”) for more than 10 business days and OI Inc. does not restore effectiveness or OI Inc. does not terminate a Suspension Period by the 60th consecutive day or if suspension exceeds 120 days in any 12 month period, then the Company shall pay Additional Interest at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Notes from, and including, the New Notes, respectively day that such Shelf Registration Statement ceases to be effective (in addition to or the stated interest Holders of Registrable Securities are otherwise prevented or restricted by OI Inc. from effecting sales pursuant thereto) or on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations61st or 121st day, as the case may be, have been achieved whichin the case of a Suspension Period, if achieved on for a timely basisperiod of 90 days, would have prevented the occurrence of all of the then existing Registration Defaults. and thereafter shall pay Additional Interest will accrue at a rate of 0.25% per annum during the 90equal to an additional one-day period immediately following such first occurrence half of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of one percent (0.50% per annum with respect to all Registration Defaults%), until the date earlier of (1) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which all of the filings, declarations of effectiveness and consummations referred Company has been obligated to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on in accordance with the Notes or New Notesforegoing in respect of a prior Effective Failure within the applicable period, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such dateincluded. (c) The parties hereto agree that the Any amounts to be paid as Additional Interest provided for pursuant to Section 7(a) or (b) shall be paid in this Section 5 constitutes a reasonable estimate cash quarterly in arrears, with the first quarterly payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following the date of such Registration Default or Effective Failure, as applicable. Such Additional Interest will accrue in respect of the damages that will be suffered by Holders of Notes at the rates set forth in Section 7(a) or New Notes by reason (b), as applicable, on the principal amount of the happening of any Registration DefaultNotes. (d) All of the Company’s and the Guarantor’s obligations The Additional Interest as set forth in this Section 5 7 shall survive be the termination exclusive monetary remedy available to the Holders of Registrable Securities for such Registration Default or Effective Failure. In no event shall the Company be required to pay Additional Interest in excess of the applicable maximum amount of one half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults or Effective Failures exist. Notwithstanding any provision in this Agreement., in no event shall Additional Interest accrue to holders of OI Inc. Common Stock issued upon exchange of Notes. If a holder of Notes exchanges all or a portion of its Notes at a time when such Registration Default or Effective Failure has occurred and is continuing, the Company shall increase the Exchange Rate (as defined in the Indenture) by 3% for each $1,000 principal amount of Notes exchanged; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into OI Inc. Common Stock, such Holder shall not be entitled to any compensation with respect to such OI Inc. Common Stock

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Issuer fails to file an Exchange Offer Registration Statement nor or the Shelf Registration Statement have been filed with respect to the Registrable Securities (other than the Private Exchange Securities) on or prior to before the 90th day following the original issuance of the Notes; date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or the Shelf Registration Statement cease is not declared effective by the SEC or prior to the date specified herein for such effectiveness (the "Effectiveness Target Date"), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New NotesSecurities, as the case may be, which has been filed and declared effective; during the periods specified herein (each such event referred to in the foregoing clauses (i) through (iv)) above, a “"Registration Default”"), then additional the interest rate borne by the Registrable Securities (“other than the Private Exchange Securities) as to which the Registration Default exists shall be increased (the "Additional Interest”"), with respect to the first 90-day period (or portion thereof) will while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the principal amount of the Notes and the New Notes, respectively (in addition Securities shall revert to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such original rate if no other Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor Issuer shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of within three Business Days after each and every Registration Default. The Company and the Guarantor shall pay the date on which an event occurs in respect of which Additional Interest due on the Notes or New Notes, as the case may be, is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New NotesTrustee, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. of Securities (other than Private Exchange Securities) on or before the next applicable semiannual interest payment date specified date, immediately available funds in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders Holder of Securities entitled to receive the interest payment to be made paid on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations date as set forth in this Section 5 the Indenture. Each obligation to pay Additional Interest shall survive be deemed to accrue from and including the termination of this Agreementday following the applicable Event Date.

Additional Interest. If (a) The parties hereto agree that any Registration Statement required by this Agreement is not filed with the Holders Commission on or prior to the applicable Filing Deadline, (b) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (c) the Exchange Offer has not been Consummated on or prior to 30 Business Days of Notes the Effectiveness Deadline or New Notes(d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Registration Period or Shelf Period, as the case may beapplicable, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 without being succeeded immediately by a post-effective amendment or 3 hereof and an additional Registration Statement that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither causes the Exchange Offer Registration Statement nor (and/or, if applicable, the Shelf Registration Statement have been filed on or prior Statement) to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been again be declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or made usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (ia) through (ivd), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (a), until (b), (c) or (d), as applicable, shall cease on the date on which all of the filings, declarations of effectiveness such cure and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, such Transfer Restricted Securities will revert to the interest rate originally borne by on such notes. (b) The Transfer Restricted Securities prior to the applicable Registration Default. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantor Guarantors to pay additional interest with respect to securities shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening survive until such time as such obligations with respect to such securities shall have been satisfied in full. A Holder of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as Exchange Notes who is not entitled to the case may be, by depositing with the Trustee (which benefits of a Shelf Registration Statement shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the additional interest payment with respect to be made on a Registration Default that pertains to such dateShelf Registration Statement. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Company fails to file an Exchange Offer Registration Statement nor or the Shelf Registration Statement have been filed on or prior to before the 90th day following the original issuance of the Notes; date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or the Shelf Registration Statement cease is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the "Effectiveness Target Date"), (iii) the Exchange Offer is required to be consummated hereunder and the Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New NotesSecurities, as the case may be, which has been filed and declared effective; during the periods specified herein (each such event referred to in the foregoing clauses (i) through (iv)) above, a “"Registration Default”"), then additional the interest rate borne by the Registrable Securities as to which such Registration Default relates shall be increased (“the "Additional Interest”"), with respect to the first 90-day period (or portion thereof) will while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the principal amount of the Notes and the New Notes, respectively (in addition Securities shall revert to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such original rate if no other Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of within three Business Days after each and every Registration Default. The Company and the Guarantor shall pay the date on which an event occurs in respect of which Additional Interest due on the Notes or New Notes, as the case may be, is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New NotesTrustee, in trust, for the benefit of the Holders thereofof Securities or of Private Exchange Securities, prior to 11:00 A.M. as the case may be, on or before the next applicable semiannual interest payment date specified date, immediately available funds in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders Holder of Securities entitled to receive the interest payment to be made paid on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations date as set forth in this Section 5 the Indenture. Each obligation to pay Additional Interest shall survive be deemed to accrue from and including the termination of this Agreementday following the applicable Event Date.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither In the Exchange Offer event that (A) the any Registration Statement nor required hereby is not filed with the Shelf Registration Statement have been filed SEC on or prior to the 90th day following the original issuance of the Notes; date specified herein for such filing, (iiB) neither the Exchange Offer any Registration Statement nor the Shelf Registration Statement have been required hereby is not declared effective by the SEC on or prior to the 180th day following date specified herein for such effectiveness (the original issuance of the Notes; "Effectiveness Target Date"), (iiiC) neither the Exchange Offer has been completed nor is required to be consummated hereunder and the Shelf Registration Statement has been declared effective on or prior Company fails to consummate the 210th day following the original issuance Exchange Offer within 45 days of the Notes; or (iv) either Effectiveness Target Date with respect to the Exchange Offer Registration Statement or Shelf (D) any Registration Statement required hereby is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New NotesTransfer Restricted Securities, as the case may be, during the periods specified herein (as a result of an order suspending the effectiveness of such Registration Statement or otherwise, other than, in the case of a Shelf Registration Statement, due to a Suspension Period) without being immediately succeeded by an additional Registration Statement covering the Transfer Restricted Securities which has been filed and declared effective; effective (each such event referred to in the foregoing clauses (iA) through (ivD), a “"Registration Default”"), then the Issuers shall pay, jointly and severally, additional interest to each Holder of Transfer Restricted Securities as to which such Registration Default relates (“"Additional Interest”"), with respect to the first 90-day period (or portion thereof) will accrue on while a Registration Default is continuing immediately following the occurrence of such Registration Default, at a rate equal to 0.25% per annum of the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations Securities. The amount of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of increase by an additional 0.25% per annum during of the 90-day period immediately following such first occurrence principal amount of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of Securities for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a an aggregate maximum amount of 0.501.00% per annum of the principal amount of the Securities. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Default exists. Immediately following the cure of a Registration Default, the accrual of Additional Interest with respect to all such Registration Defaults, until the date on which all of the filings, declarations of effectiveness Default will cease and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notesoriginal rate. (bii) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of within five Business Days after each and every Registration Default. The Company and the Guarantor shall pay the date on which an event occurs in respect of which Additional Interest due on the Notes or New Notes, as the case may be, is required to be paid (an "Event Date"). Additional Interest shall be paid in arrears by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New NotesTrustee, in trust, for the benefit of the Holders thereofof Transfer Restricted Securities, prior to 11:00 A.M. on or before the next applicable semiannual interest payment date specified date, immediately available funds in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable in arrears on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders Holder of Securities entitled to receive the interest payment to be made paid on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations date as set forth in this Section 5 the Indenture. Each obligation to pay Additional Interest shall survive be deemed to accrue from, and including the termination of this Agreementday following, the applicable Event Date.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in In the event that: that (i) neither the Exchange Offer applicable Registration Statement nor is not filed with the Shelf Registration Statement have been filed SEC on or prior to the 90th day following the original issuance of the Notes; date specified herein for such filing, (ii) neither the Exchange Offer applicable Registration Statement nor the Shelf Registration Statement have been is not declared effective on or prior to the 180th day following date specified herein for such effectiveness after such obligation arises (the original issuance of the Notes; "Effectiveness Target Date"), (iii) neither if the Exchange Offer has been completed nor is required to be consummated hereunder, the Shelf Registration Statement has been declared effective on or prior Company fails to consummate the 210th day following the original issuance Exchange Offer within 30 Business Days of the Notes; or (iv) either Effectiveness Target Date with respect to the Exchange Offer Registration Statement or Shelf (iv) the applicable Registration Statement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3 (a) but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any an additional Registration Statement or post-effective amendment covering the Transfer Restricted Notes or the New Notes, as the case may be, which has been filed and declared effective; effective (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then additional the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase (“"Additional Interest”) will accrue on "), with respect to the each 90-day period while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.25% per annum of the principal amount of the Notes until all Registration Defaults have been cured, subject to a maximum amount of 1.00% of the principal amount of the Notes. Upon (w) the filing of the applicable Registration Statement (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the applicable Registration Statement (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Notes in exchange for all Notes properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the applicable Registration Statement which has ceased to be effective (in the case of clause (iv) of the preceding sentence, Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the New Notes, respectively (in addition interest rate on the applicable Notes will revert to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such original rate if no other Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate shall be computed based on the actual number of 0.25% per annum days elapsed during the 90-day period immediately following such first occurrence of a Registration Default and while which any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) Defaults exist. The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of within three Business Days after each and every Registration Default. The Company and the Guarantor shall pay the date on which an event occurs in respect of which Additional Interest due on the Notes or New Notes, as the case may be, is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New NotesTrustee, in trust, for the benefit of the Holders thereofof Transfer Restricted Notes, prior to 11:00 A.M. on or before the next interest payment date specified immediately following April 15 or October 15, immediately available funds in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) April 15 and October 15 to the record holders Holder of Notes entitled to receive the interest payment to be made paid on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations date as set forth in this Section 5 the Indenture. Each obligation to pay Additional Interest shall survive be deemed to accrue from and including the termination of this Agreementday following the applicable Event Date.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; date specified for such filing in this Agreement, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; date specified for such effectiveness in this Agreement, (iii) neither the Exchange Offer has not been completed nor Consummated within 210 days after the Shelf Registration Statement has been declared effective on Issue Date or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer any Registration Statement or Shelf required by this Agreement is filed and declared effective but (A) such Registration Statement cease ceases to be effective effective, prior to expiration of the applicable time periods described in this Agreement, if so required or usable (B) such Registration Statement ceases to be useable in connection with the resales of Transfer Restricted Securities prior to expiration of the Notes or New Notes during a period applicable time periods described in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notesthis Agreement, as the case may beif so required, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then additional interest (“the Company hereby agrees to pay Additional Interest”) will accrue on the principal amount Interest to each Holder of the New Notes and the New Notes, respectively (in addition that are Transfer Restricted Securities with respect to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of such Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default and while any such Registration Default has occurred and is continuing, and continues. The amount of the Additional Interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of such Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% Additional Interest of $0.25 per annum week per $1,000 principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New NotesNotes that are Transfer Restricted Securities as a result of such clause (i), respectively(ii), will revert to the interest rate originally borne by such notes(iii) or (iv), as applicable, shall cease. (b) The Company A Registration Default referred to in Section 5(a) above shall be deemed not to have occurred and the Guarantor shall notify the Trustee under the Indenture (be continuing in relation to a Shelf Registration Statement or the trustee under related prospectus if (i) such Registration Default has occurred solely as a result of (A) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (B) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (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 New Notes Indenture) immediately upon the happening case if such Registration Default occurs for a continuous period in excess of each and every Registration Default. The Company and the Guarantor shall pay the 30 days, Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by in accordance with the Indenture (or above paragraph from the day such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on Registration Default occurs until such dateRegistration Default is cured. (c) The parties hereto agree that the Any amounts of Additional Interest provided for due pursuant to clause (i), (ii), (iii) or (iv) of Section 5(a) shall be payable in this Section 5 constitutes a reasonable estimate cash on the Interest Payment Dates. All obligations of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Company set forth in this Section 5 the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive the termination of this Agreementuntil such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional interest Additional Interest (“Additional Interest”) will shall accrue on the principal amount each Transfer Restricted Security if either of the Notes following events occur (each such event in clauses (i) and (ii) below being herein called a “Registration Default”): (i) any Registration Statement required by this Agreement is not declared effective by the New Notes, respectively (in addition Commission on or prior to the applicable Effectiveness Deadline; or (ii) on and after the applicable Effectiveness Deadline (plus an additional 30 days in respect of the Exchange Offer Registration Statement), any Registration Statement required by this Agreement has been declared 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 in connection with resales of Transfer Restricted Securities of such series during the periods specified herein 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 to comply with the 1933 Act or the 1934 Act or the respective rules thereunder or (3) of a Suspension Event by the Company in accordance with Section 3(w) 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. Additional Interest shall accrue on each Transfer Restricted Security, over and above interest at the regular rate stated interest on in the Notes and the New Notes)title thereof, from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, shall occur to but excluding the date on which all filingssuch Registration Defaults have ceased to be continuing, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. such Additional Interest will to accrue at a the rate of 0.25% per annum during to and including the 90-90th day period immediately following such first the occurrence of a such Registration Default and while any at the rate of 0.50% thereafter (the “Additional Interest Rate”). Following the cure of all Registration Defaults Additional Interest will cease to accrue. (b) A Registration Default referred to in Section 7(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 and is continuing, and shall increase by 0.25% per annum at solely as a result of (x) the end filing of each subsequent 90a post-day period up effective amendment to a maximum of 0.50% per annum such Shelf Registration Statement to incorporate annual audited financial information with respect to all the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration DefaultsStatement or the related prospectus and (ii) in the case of clause (y), until the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall accrue in accordance with the above paragraph from the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or Default until such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such dateRegistration Default ceases. (c) The parties hereto agree that Notwithstanding the foregoing, the Company shall not be required to pay any Additional Interest provided for in this Section 5 constitutes required pursuant to paragraph (a) above to a reasonable estimate Holder of Transfer Restricted Securities if the damages that will be suffered by Holders of Notes or New Notes applicable Registration Default arises by reason of the happening 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 DefaultStatement 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) All Additional Interest will be payable in cash on the regular interest payment dates with respect to the Securities and in the same manner and to the same persons as interest on the Securities. The amount of Additional Interest payable at a particular Additional Interest Rate will be determined by multiplying such Additional Interest Rate by the principal amount of the Company’s Transfer Restricted Securities and further multiplied by a fraction the numerator of which is the number of days such Additional Interest Rate was applicable (determined on the basis of a 360-day year comprised of twelve 30-day months) and the Guarantor’s obligations set forth in this Section 5 shall survive the termination denominator of this Agreementwhich is 360.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement required by this Agreement is filed and declared effective but thereafter is withdrawn by the Issuer or Shelf Registration Statement cease becomes subject to be an effective or usable in connection with the resales stop order issued pursuant to Section 8(d) of the Notes or New Notes U.S. Securities Act suspending the effectiveness of such registration statement (except as specifically permitted in this Agreement, including during a any blackout period in which it is required to be effective permitted hereunder without being succeeded immediately by any an additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; effective within 60 days of such suspension) (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer-Restricted Securities additional interest (“Additional Interest”) will accrue in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer-Restricted Securities held by such Holder for the Notes and period of time that the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50additional interest for all Registration Defaults of 1.00% per annum on the outstanding principal amount of Transfer-Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to all Registration Defaultsthe Transfer-Restricted Securities as a result of such clause (i), until the date on which all of the filings(ii), declarations of effectiveness and consummations referred to in the preceding sentence have been achieved(iii) or (iv), on which date the interest rate on the Notes or the New Notesas applicable, respectively, will revert to the interest rate originally borne by such notesshall cease. (b) The A Registration Default referred to in Section 5(a) hereof shall be deemed not to have occurred or be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred as a result of a material event or events relating to the Company or the Guarantors that the Company has determined in good faith and based on the advice of counsel would need to be disclosed in such Registration Statement or the related prospectus and the Guarantor shall notify the Trustee under the Indenture Company determines in good faith that such disclosure would adversely affect it (or the trustee under any New Notes Indenturea proposed transaction it is seeking to engage in) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be ii) the Company for these purposes) has provided, or caused to be provided, written notice to the Holders that such an event or events have occurred and that a Registration Default would have occurred but for the Notes or the New Notesprovisions of this Section 5(b); provided, however, that in trustany case if such Registration Default occurs for a continuous period in excess of 45 days, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next additional interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by in accordance with this Section 5 from and including the Indenture (or 45th day after such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such dateRegistration Default originally occurred. (c) The parties hereto agree that All accrued additional interest shall be paid to the Additional Interest Holders entitled thereto, in the manner provided for the payment of interest in this Section 5 constitutes a reasonable estimate the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer-Restricted Securities, all obligations of the damages that will Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of additional interest shall be suffered by Holders the only remedy available to holders of Notes or New Notes by reason of the happening of for any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. If (a) The parties hereto agree that any Registration Statement required by this Agreement is not filed with the Holders of Notes Commission on or New Notesprior to the applicable Filing Deadline, (b) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (c) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Registration Period or Shelf Period, as the case may beapplicable, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 without being succeeded immediately by a post-effective amendment or 3 hereof and an additional Registration Statement that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither causes the Exchange Offer Registration Statement nor (and/or, if applicable, the Shelf Registration Statement have been filed on or prior Statement) to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been again be declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or made usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (ia) through (ivd), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.20 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (a), until (b), (c) or (d), as applicable, shall cease on the date on which all of the filings, declarations of effectiveness such cure and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, such Transfer Restricted Securities will revert to the interest rate originally borne by on such notes. (b) The Transfer Restricted Securities prior to the applicable Registration Default. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantor Guarantors to pay additional interest with respect to securities shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening survive until such time as such obligations with respect to such securities shall have been satisfied in full. A Holder of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as Exchange Notes who is not entitled to the case may be, by depositing with the Trustee (which benefits of a Shelf Registration Statement shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the additional interest payment with respect to be made on a Registration Default that pertains to such dateShelf Registration Statement. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that If (A) the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; Filing Deadline or Shelf Registration Filing Deadline, as applicable, (iiB) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following Effectiveness Deadline or the original issuance of the Notes; Shelf Registration Effectiveness Deadline, as applicable, (iiiC) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (ivD) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within five (5) business days by any additional Registration Statement or a post-effective amendment covering the Notes to such Registration Statement that cures such failure and that is itself declared effective within ten (10) business days of filing such post-effective amendment to such Registration Statement (except as permitted in paragraph (c) of this Section 5, such period of time during which any such Registration Statement is not effective or any such Registration Statement or the New Notes, related Prospectus is not usable being referred to as the case may be, which has been filed and declared effective; a “Blackout Period”) (each such event referred to in the foregoing clauses (iA) through (ivD), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement and/or if applicable the Shelf Registration Statement), in the case of (A) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (B) above, (iii) upon Consummation of the Exchange Offer, in the case of (C) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (D) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (A), until the date on which all of the filings(B), declarations of effectiveness and consummations referred to in the preceding sentence have been achieved(C) or (D), on which date the interest rate on the Notes or the New Notesas applicable, respectively, will revert to the interest rate originally borne by such notesshall cease. (b) The Company and All accrued additional interest shall be paid to the Guarantor shall notify Holders entitled thereto, in the Trustee under manner provided for the Indenture (or payment of interest in the trustee under any New Notes Indenture) immediately upon the happening of , on each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesPayment Date, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified more fully set forth in the Indenture (or such New and the Notes Indenture)and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest is due ceases to be Transfer Restricted Securities, sums sufficient all obligations of the Company to pay the Additional Interest then due. The Additional Interest due additional interest with respect to securities shall be payable on each interest payment date specified by the Indenture (or survive until such New Notes Indenture) time as such obligations with respect to the record holders entitled to receive the interest payment to be made on such datesecurities shall have been satisfied in full. (c) The parties hereto agree A Registration Default referred to in Section 5(a)(D) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) 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 information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the Additional Interest provided related Prospectus and (ii) in the case of clause (y), the Company 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 Registration Statement and the related Prospectus to describe such events; provided, however, that in any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period and additional interest shall be payable in accordance with paragraph (a) of this Section 5 constitutes a reasonable estimate from the day such Registration Default occurred until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive the termination of this Agreementuntil such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. Subject to the rights of the Escrow Issuer (aand, after the Merger, the Company) The parties hereto agree that the Holders of Notes or New Notesset forth in Sections 4(c), as the case may be4(d) and 6(d) hereof, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer any Registration Statement nor required by this Agreement has not been declared effective by the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Effectiveness Deadline, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have has not been declared effective Consummated on or prior to the 180th day following the original issuance of the Notes; Consummation Deadline or (iii) neither the Exchange Offer has been completed nor the any Shelf Registration Statement has been required by this Agreement is filed and declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose, except during any Suspension Period, without being succeeded immediately within 10 Business Days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been to such Shelf Registration Statement that cures such failure and that is filed and itself declared effective; effective within such 10 Business Day period (each such event referred to in the foregoing clauses (i) through (iviii), a “Registration Default”), then the Escrow Issuer (and, after the Merger, the Company and the Guarantors, jointly and severally) hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by an additional 0.25% per annum at of the end principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50additional interest for all Registration Defaults of 1.0% per annum of the principal amount of Transfer Restricted Securities; provided that the Escrow Issuer (and, after the Merger, the Company and the Guarantors) shall in no event be required to pay additional interest for more than one Registration Default at any given time and, in the case of a Shelf Registration Statement, it is expressly understood that additional interest would be payable only with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment Transfer Restricted Securities so requested to be made on such date. (cregistered pursuant to Section 4(a)(ii) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i),

Additional Interest. (aSubject to the Suspension Rights referred to in Section 6(c)(i) The parties hereto agree that the Holders of Notes or New Notesbelow, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither any Registration Statement required by this Agreement is not filed with the Commission on or prior to the Filing Deadline or the Shelf Effectiveness Deadline, as applicable, (ii) the Exchange Offer Registration Statement nor has not been declared effective by the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor Effectiveness Deadline, (iii) the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; Shelf Effectiveness Deadline, as applicable, (iiiiv) neither the Exchange Offer has not been completed nor Consummated by the Shelf Registration Statement has been declared effective on or prior Consummation Deadline with respect to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf (v) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; for its intended purpose (each such event referred to in the foregoing clauses (i) through (ivv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby additional interest (“Additional Interest”) will accrue in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder while the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuingDefault, and shall increase with such rate increasing by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50additional interest for all Registration Defaults of 1.0% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, if applicable, in the case of clause (iii) above, (4) upon Consummation of the Exchange Offer, in the case of clause (iv) above, or (5) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (v) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii), (iv) or (v), as applicable, shall cease. All accrued additional interest shall be paid by the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture Guarantors (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay Guarantors will cause the Additional Interest due Paying Agent to make such payment on their behalf) to the Notes or New NotesHolders entitled thereto, as in the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) manner provided for the Notes or payment of interest in the New NotesIndenture, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture)scheduled Interest Payment Date, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations as more fully set forth in this Section 5 the Indenture, the Initial Notes and the Exchange Notes. All accrued additional interest shall be computed in the manner provided for the computation of interest in the Indenture. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in In the event that: that (i) neither the Company has not filed the Exchange Offer Registration Statement nor or the Shelf Registration Statement have with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been filed declared effective by the Commission under the Act on or before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or Section 3(b), respectively, or (iii) the Registered Exchange Offer has not been consummated on or prior to the 90th day following the original issuance of the Notes; (iidate for completion specified in Sections 2(a) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on and 2(c)(ii), or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder (except as specifically permitted herein) without being succeeded immediately by any an additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; effective by the Commission under the Act (each such event referred to in the foregoing clauses (i) through (iv), ) is referred to herein as a “Registration Default”), then the Company shall pay additional interest (“Additional Interest”) on the affected Securities or New Securities that will accrue and be payable semiannually on the principal amount of the Notes and the such Securities or New Notes, respectively Securities (in addition to the stated interest on the Notes and the such Securities or New Notes), Securities) from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuingoccurs to, to but excluding excluding, the date on which all filings, declarations of effectiveness and consummations, as Registration Defaults are cured (at which time the case may be, have been achieved which, if achieved on a timely basis, would have prevented interest rate will be reduced to its initial rate). During the occurrence of all of the then existing Registration Defaults. time that Additional Interest will accrue at a is accruing, the rate of Additional Interest shall be 0.25% per annum during the first 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuingperiod, and shall will increase by 0.25% per annum at the end of for each subsequent 90-day period up to a maximum during which any such Registration Default continues; provided, however, the rate of 0.50Additional Interest shall not exceed 1.00% per annum in the aggregate regardless of the number of Registration Defaults and that the Company shall not be required to pay Additional Interest with respect to all more than one Registration DefaultsDefault at a time. In addition, until a Holder shall not be entitled to receive any Additional Interest on its Securities if such Holder was, at the time of the consummation of the Registered Exchange Offer, eligible to participate therein but failed to tender such Securities for exchange in accordance with the terms of the Registered Exchange Offer. Additional Interest shall not accrue if the Company has filed the Exchange Offer Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) but is unable to complete the Registered Exchange Offer because of a change in applicable law and the Company then proceeds to file the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be filed pursuant to Section 3(b) and the Shelf Registration Statement is declared by the Commission under the Act on or before the date which such Registration Statement is required to be declared effective under the Act pursuant to Section 3(b). If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest that shall initially be in effect upon the occurrence of such subsequent Registration Default shall be 0.25% per annum during the first 90-day period following the occurrence of such Registration Default, regardless of the filings, declarations rate of effectiveness and consummations referred to Additional Interest in effect at the preceding sentence have been achieved, on which date time of any prior Registration Default at the interest rate time of the cure of any such prior Registration Default. All Additional Interest shall be calculated on the Notes or basis of a 360-day year consisting of twelve 30-day months and shall be payable on the New Notes, respectively, will revert same semiannual dates as other interest is payable on the Securities. The Company shall not be required to the interest rate originally borne by such notespay Additional Interest for more than one Registration Default at a time. (b) The Company Without limiting the remedies available to the Initial Purchasers and the Guarantor shall notify Holders, the Trustee Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 3(b) hereof may result in material irreparable injury to the Indenture (Initial Purchasers or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesHolders for which there is no adequate remedy at law, as the case may be, by depositing with the Trustee (which shall that it will not be the Company possible to measure damages for these purposes) for the Notes or the New Notessuch injuries precisely and that, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening event of any Registration Default. (d) All of such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a) and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement3(b) hereof.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable periods specified herein without being succeeded in 30 days by a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement nor (and/or, if applicable, the Shelf Registration Statement have been filed on or prior Statement) to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been again be declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or made usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company agrees to pay to each Holder affected thereby additional interest (“Additional Special Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25.25% per annum during for the first 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The rate of Special Interest shall increase by 0.25an additional .25% per annum at the end of with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50Special Interest for all Registration Defaults of 1.0% per annum annum; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to all Registration Defaultsthe Entitled Securities as a result of such clause (i), until (ii), (iii), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon Company will cause the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due Paying Agent to make such payment on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indentureits behalf) to the record holders Holders entitled to receive thereto, in the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest manner provided for the payment of interest in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Indenture, on each Interest Payment Date, as more fully set forth in this Section 5 the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest are due cease to be Entitled Securities, all obligations of the Company to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Entitled Securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any Registration Statement required by this Agreement has not been filed with the Commission on or prior to the date specified for such filling in this Agreement, (ii) any such Registration Statement has been filed but 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 Exchange Offer has not been Consummated within the period required by this Agreement after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement nor unless the Issuers have filed a Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with the resales of the Notes or New Notes for its intended purpose during a any period in which it such Registration Statement is required to remain effectiveness or be effective hereunder usable pursuant to this Agreement without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that is itself immediately declared effective and declared effective; that cures such failure (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Issuers and the Guarantor hereby jointly and severally agree to pay to each Holder affected thereby additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Transfer Restricted Securities held by such Holder for the first occurrence of a Registration Default 90 days from and while any including such Registration Default has occurred and is continuingspecified date, and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period up to a maximum of 0.50thereafter, until all Registration Defaults have been cured; provided that Additional Interest in the aggregate under this Section 5 may not exceed 1.00% per annum of the principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid by the Issuers and the Guarantor (or the Issuers and the Guarantor will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all Registration Defaults, until the date on which all obligations of the filings, declarations of effectiveness Issuers and consummations referred the Guarantor to in pay Additional Interest with respect to securities that accrued prior to the preceding sentence time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been achievedsatisfied in full, on which date but the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and securities will be reduced to the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next original interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified rate borne by the Indenture (or Initial Notes at the time such New Notes Indenture) to the record holders entitled to receive the interest payment securities cease to be made on such datea Transfer Restricted Securities. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any of the Exchange Offer Registration Statement nor Statements required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; date specified for such filing in this Agreement, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following date specified for such effectiveness in this Agreement (the original issuance of the Notes; “Shelf Effectiveness Target Date”), (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance Consummated within 390 days of the Notes; or Closing Date or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose during the periods required under this Agreement without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself immediately declared effective; effective (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional the Company hereby agrees that the interest (“Additional Interest”) will accrue on rate borne by the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following such first the occurrence of a any Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50period, but in no event shall such increase exceed 1.00% per annum annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Security, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred such obligations with respect to such security shall have been satisfied in full; provided that no obligations set forth in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, paragraph will revert continue to the interest rate originally borne by accrue after such notessecurity ceases to be a Transfer Restricted Security. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening Any amounts of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee pursuant to paragraph (which shall not be the Company for these purposesa) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders payable in cash or in the form of Notes or New Notes by reason PIK Interest in the same proportion the Company has elected to pay PIK Interest with respect to the applicable interest period, if applicable, quarterly on each February 15, May 15, August 15 and November 15 (to the holders of record on the happening of February 1, May 1, August 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any Registration Defaultsuch Additional Interest commences to accrue. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that If (i) the Holders of Notes Initial Shelf Registration Statement is not filed with the SEC on or New Notesbefore the Shelf Filing Date, as (ii) the case may beInitial Shelf Registration Statement is not declared effective on or before the Shelf Registration Effectiveness Date, will suffer damages if (iii) the Company and the Guarantor fail have failed to perform their obligations under set forth in Section 2 1(d) hereof within the time period required therein, or 3 hereof and that it would not be feasible to ascertain (iv) the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Initial Shelf Registration Statement nor is filed and declared effective on or before the Shelf Registration Effective Date but (x) the Initial Shelf Registration Statement shall thereafter cease to be effective (at any time that the Company and the Guarantor are obligated to maintain the effectiveness thereof) and no Subsequent Shelf Registration Statement is effective at such time or (y) use of the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; related prospectus shall be suspended for one or more periods longer than permitted pursuant to Section 2(d) hereof (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantor will be jointly and severally obligated to pay additional cash interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate equal to 0.25% per annum of (“Additional Interest”A) will accrue on in the case of outstanding Notes that are Transfer Restricted Securities, the principal amount of such Notes held by the Holder or (B) in the case of outstanding Underlying Common Shares that are Transfer Restricted Securities, an amount equal to the product of the prevailing Conversion Price (as defined in the Indenture) applicable to the Notes and the New Notesnumber of such Underlying Common Shares held by the Holder, respectively (in addition to as applicable, during the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any 90-day period following such Registration Default has occurred and is continuingDefault, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of increasing by an additional 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum annum, until each Registration Default has been cured; provided that, in the case of a Registration Default referred to in clause (iii) above, such additional interest shall be paid only to Holders that have delivered a Notice and Questionnaire that caused the Company and the Guarantor to incur the obligations set forth in Section 1(d) hereof the non-performance of which is the basis of such Registration Default; provided further that any additional interest accrued with respect to any Note called for redemption or converted into Underlying Common Shares prior to the payment of such additional interest shall be paid instead to the Holder who submitted such Note for redemption or conversion. Additional interest shall not be payable under, or in respect of, more than one of clauses (i) through (iv) at any given time. Following the cure of all Registration Defaults, until the date on which all accrual of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the additional interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notescease. (b) The Company and the Guarantor shall notify the Trustee and the Paying Agent under the Indenture (or the trustee under any New Notes Indenture) immediately promptly upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next additional interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New and the Notes in the manner specified in the Indenture) . For the purposes described in this Section 2, neither the Company nor the Guarantor may act as Paying Agent. Each obligation to pay additional interest shall be deemed to accrue from and including the record holders entitled to receive date of the interest payment to be made on such dateapplicable Registration Default. (c) The parties hereto agree that the Additional Interest additional interest provided for in this Section 5 2 constitutes a reasonable estimate of of, and is intended to constitute all of, the damages that will be suffered by Holders of Notes or New Notes Transfer Restricted Securities by reason of the happening failure of any (i) the Initial Shelf Registration DefaultStatement to be filed or (ii) the Shelf Registration Statement to remain effective or available for use in each case to the extent required by this Agreement. (d) All The Company and the Guarantor may, by notice to each Holder of Transfer Restricted Securities that are the subject of the Company’s Shelf Registration Statement at such time in accordance with Section 9(b) hereof, suspend the availability of a Shelf Registration Statement and the Guarantor’s obligations set forth use of the related prospectus for up to four periods of up to 30 consecutive days during any 365-day period, but for no more than 90 days in the aggregate during any 365-day period, if any event shall occur or be pending as a result of which it is necessary, in the reasonable judgment of the board of directors of the Company or the Guarantor upon advice of counsel, to suspend the use of the Shelf Registration Statement pending public announcement of such event and, if necessary, to amend the Shelf Registration Statement or amend or supplement any related prospectus or prospectus supplement in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, without incurring any obligation to pay additional interest pursuant to Section 2(a) hereof. Any such period during which the Company and the Guarantor fail to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a “Suspension Period.” A Suspension Period shall commence on and include the date on which the Company or the Guarantor gives written notice to each Notice Holder of Transfer Restricted Securities that are the subject of the Shelf Registration Statement at such time of such suspension pursuant to this Section 5 2(d), and shall survive end when each such Notice Holder of Transfer Restricted Securities either receives copies of a supplemented or amended prospectus or is advised in writing by the termination Company or the Guarantor that use of this Agreementthe prospectus included in the Shelf Registration Statement may be resumed.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any of the Exchange Offer Registration Statement nor Statements required by this Agreement are not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) neither the Exchange Offer any of such required Registration Statement nor the Shelf Registration Statement Statements have not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; date specified for such effectiveness in Sections 3(a) and 4(a), as applicable (each, an “Effectiveness Target Date”), (iii) neither the Exchange Offer has not been completed nor Consummated within 30 business days, or longer if required by the Shelf Registration Statement has been declared effective on or prior federal securities laws, from the Effectiveness Target Date with respect to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder Transfer Restricted Securities without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the New Notes, related Prospectus is not usable being referred to as the case may be, which has been filed and declared effective; a “Blackout Period”) (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Issuers jointly and severally agree to pay additional interest (“Additional Interest”) will accrue on to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to 0.25% per year of the principal amount of the Notes and the New Notes, respectively (in addition Transfer Restricted Securities held by such Holder with respect to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of Additional Interest shall increase by an additional 0.25% per annum at year of the end principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of 0.50% per annum year of the principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Issuers in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, such Transfer Restricted Securities will revert to the interest rate originally borne by such notescease. (b) The Company A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) 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 information with respect to the 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) the occurrence of other material events with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Issuers are 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 Registration Statement and the Guarantor related Prospectus to describe such events; provided, however, that in any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall notify be deemed to have occurred on the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening 31st day of each such Blackout Period and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by in accordance with the Indenture (above paragraph from the day such Registration Default occurs until such Registration Default is cured or until such Issuer is no longer required pursuant to this Agreement to keep such Registration Statement effective or such New Notes Indenture) to Registration Statement or the record holders entitled to receive related Prospectus usable; provided, further, that in no event shall the interest total of all Blackout Periods exceed 45 days in the aggregate in any 12-month period. All payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate obligations of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Issuers set forth in this Section 5 section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive the termination of this Agreementuntil such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.Additional

Additional Interest. If (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (iib) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iiic) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (ivd) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within two business days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within five business days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (ia) through (ivd), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all Registration Defaults, until the date on which all obligations of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient Guarantors to pay the Additional Interest then due. The Additional Interest due shall be payable on each additional interest payment date specified by the Indenture (or such New Notes Indenture) with respect to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (aSubject to the Suspension Rights referred to in Section 6(c)(i) The parties hereto agree that the Holders of Notes or New Notesbelow, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to 30 Business Days after the 210th day following the original issuance of the Notes; or (iv) either Effectiveness Deadline with respect to the Exchange Offer Registration Statement or Shelf (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; for its intended purpose (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $0.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid by the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture Guarantors (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay Guarantors will cause the Additional Interest due Paying Agent to make such payment on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenturetheir behalf) to the record holders Holders entitled to receive thereto, in the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest manner provided for the payment of interest in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Indenture, on each Interest Payment Date, as more fully set forth in this Section 5 the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Registrable Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail fails to perform their fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event thatCompany agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below: (i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement have has been filed on or prior to the 90th day following the original issuance of the NotesFiling Date; (ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following Effectiveness Date; (iii) if an Initial Shelf Registration required by Section 2(c) (2) has not been filed on or prior to the original issuance of the Notes; ordate required by Section 3 (a); (iv) either if an Initial Shelf Registration required by Section 2(c) (2) has not been declared effective on or prior to the date required by Section 3 (a); and/or (v) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 60 days after the Exchange Registration Statement was declared effective or Shelf (B) the Exchange Registration Statement cease ceases to be effective at any time prior to the time that the Exchange Offer is consummated or usable in connection with (C) if applicable, the resales of the Notes or New Notes during a period in which it is required Shelf Registration has been declared effective and such Shelf Registration ceases to be effective hereunder without being succeeded immediately by at any additional Registration Statement or post-time during the Effectiveness Period; ceased to remain effective amendment covering (in the case of (v) (C) above), Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the New Notesrelevant subclause thereof), as the case may be, which has been filed shall cease to accrue and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notesthe Notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of within one business day after each and every Registration Defaultdate on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company and the Guarantor shall pay the Any amounts of Additional Interest due pursuant to (a) (i), (a) (ii) or (a) (iii) of this Section 4 will be payable in cash semi-annually on each June 1 and December 1 (to the Holders of record on the Notes or New NotesMay 15 and November 15 immediately preceding such dates), as commencing with the case may befirst such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New NotesTrustee, in trust, trust for the benefit of the Holders thereofsuch Holders, prior to 11:00 A.M. on the next interest payment date specified immediately available funds in the Indenture (or such New Notes Indenture), sums sufficient to pay the such Additional Interest. The amount of Additional Interest then due. The will be determined by multiplying the applicable Additional Interest due shall be payable on each interest payment date specified rate by the Indenture (or principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in this Section 5 constitutes the case of a reasonable estimate partial month, the actual number of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s days elapsed), and the Guarantor’s obligations set forth in this Section 5 shall survive the termination denominator of this Agreementwhich is 360.

Additional Interest. If (ai) The parties hereto agree the Initial Registration Statement has not been declared effective by the Commission on or prior to the two hundred twenty-fifth (225th) day after the date of this Agreement or any other Registration Statement has not been declared effective by the Commission on or prior to the Effective Date, (ii) a Registration Statement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose at any time within the Registration Period set forth in Section 3.1.3 below without being succeeded within five (5) Business Days by a post-effective amendment to the Registration Statement that cures such failure and that is itself immediately declared effective or (iii) prior to or on the Holders of Notes or New Notes60th day, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under of any Suspension Period as set forth in Section 2 or 3 hereof and that it would 3.1.4 below, such suspension has not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; terminated (each such event referred to in the foregoing clauses (i), (ii) through and (iviii), a “Registration Default”), then additional interest the Company agrees to pay Additional Interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to each demanding Holder with respect to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuingDefault, and in the form of increased interest of 0.25% on the principal amount of such Holder’s Registrable Securities subject to such Demand Registration. The amount of the Additional Interest shall increase by 0.25% per annum at after the end of each subsequent first 90-day period up until all Registration Defaults have been cured; provided that, the Company shall in no event be required to pay Additional Interest for more than one Registration Default at any given time; and provided further, that in no event shall the Additional Interest accrue at a maximum rate per year exceeding 1.00% of 0.50% per annum the principal amount of such Holder’s Registrable Securities. Following the cure of all Registration Defaults relating to any particular Registrable Security, the accrual of Additional Interest with respect to all such Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, Default will revert to the interest rate originally borne by such notescease. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.25 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto in the manner provided for the payment of interest in the Indenture on each Interest Payment Date as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all Registration Defaults, until the date on which all obligations of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient Guarantors to pay the Additional Interest then due. The Additional Interest due shall be payable on each additional interest payment date specified by the Indenture (or such New Notes Indenture) with respect to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto Regency Parties and the Initial Purchasers agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor Regency Parties fail to perform fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event thatRegency Parties agree that if: (i) neither the Regency Parties fail to file any of the Registration Statements required by this Agreement on or before the date specified for such filing; (ii) any of such Registration Statements is not declared effective by the Commission on or prior to the date specified herein for such effectiveness; (iii) the Regency Parties fail to consummate the Exchange Offer within 30 Business Days, or longer, if required by Federal securities laws, of the date the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been is declared effective on or prior to under the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the NotesSecurities Act; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease is declared effective within the time period specified in Section 3(b)(x) but thereafter ceases to be effective or usable in connection with resales of Registrable Securities (unless the Shelf Registration ceases to be effective or usable in connection with the resales of Registrable Securities as specifically permitted by the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effectivepenultimate paragraph of Section 5 hereof); (each such event referred to in the foregoing clauses (i), (ii), (iii) through and (iv), ) a “Registration Default”), then liquidated damages in the form of additional cash interest (“Additional Interest”) will accrue on the principal amount affected Registrable Notes. Such liquidated damages and Additional Interest shall be the only monetary remedy available to Holders under this Agreement. The rate of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of be 0.25% per annum during for the first 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuingDefault, and shall increase increasing by an additional 0.25% per annum at the end of with respect to each subsequent 90-day period up to a maximum amount of 0.50Additional Interest of 1.00% per annum with respect to all annum, from and including the date on which any such Registration DefaultsDefault shall occur to, until but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the filingsRegency Parties without further registration under the Securities Act. If, declarations after the cure of effectiveness all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and consummations referred shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence have been achievedsentence. Notwithstanding the foregoing, on which date (1) the interest rate on the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes or the New Notes, respectively, will revert that is not entitled to the interest rate originally borne by benefits of the Shelf Registration (e.g., such notesHolder has not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration. (b) The So long as Notes remain outstanding, the Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of within five Business Days after each and every Registration Defaultdate on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each a “Additional Interest Payment Date”) in the same manner as regular interest is payable on the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The Company and amount of Additional Interest for each Registrable Note will be determined by multiplying the Guarantor shall pay applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest due Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the Notes or New Notesbasis of a 360-day year comprised of twelve 30-day months and, as in the case may beof a partial month, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit actual number of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenturedays elapsed), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination denominator of this Agreementwhich is 360.

Additional Interest. (a) The parties hereto agree that If (A) the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; Filing Deadline or Shelf Registration Filing Deadline, as applicable, (iiB) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following Effectiveness Deadline or the original issuance of the Notes; Shelf Registration Effectiveness Deadline, as applicable, (iiiC) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (ivD) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within five (5) business days by any additional Registration Statement or a post-effective amendment covering the Notes to such Registration Statement that cures such failure and that is itself declared effective within ten (10) business days of filing such post-effective amendment to such Registration Statement (except as permitted in paragraph (c) of this Section 5, such period of time during which any such Registration Statement is not effective or any such Registration Statement or the New Notes, related Prospectus is not usable being referred to as the case may be, which has been filed and declared effective; a "Blackout Period") (each such event referred to in the foregoing clauses (iA) through (ivD), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement and/or if applicable the Shelf Registration Statement), in the case of (A) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (B) above, (iii) upon Consummation of the Exchange Offer, in the case of (C) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (D) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (A), until the date on which all of the filings(B), declarations of effectiveness and consummations referred to in the preceding sentence have been achieved(C) or (D), on which date the interest rate on the Notes or the New Notesas applicable, respectively, will revert to the interest rate originally borne by such notesshall cease. (b) The Company and All accrued additional interest shall be paid to the Guarantor shall notify Holders entitled thereto, in the Trustee under manner provided for the Indenture (or payment of interest in the trustee under any New Notes Indenture) immediately upon the happening of , on each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesPayment Date, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified more fully set forth in the Indenture (or such New and the Notes Indenture)and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest is due ceases to be Transfer Restricted Securities, sums sufficient all obligations of the Company to pay the Additional Interest then due. The Additional Interest due additional interest with respect to securities shall be payable on each interest payment date specified by the Indenture (or survive until such New Notes Indenture) time as such obligations with respect to the record holders entitled to receive the interest payment to be made on such datesecurities shall have been satisfied in full. (c) The parties hereto agree A Registration Default referred to in Section 5(a)(D) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) 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 information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the Additional Interest provided related Prospectus and (ii) in the case of clause (y), the Company 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 Registration Statement and the related Prospectus to describe such events; provided, however, that in any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period and additional interest shall be payable in accordance with paragraph (a) of this Section 5 constitutes a reasonable estimate from the day such Registration Default occurred until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive the termination of this Agreementuntil such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The parties hereto Issuer and the Initial Purchasers agree that the Holders of Registrable Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail Issuer fails to perform their fulfill its obligations under Section 2 or Section 3 hereof (except as a result of the failure of the Initial Purchasers, Holders or any underwriters to fulfill their obligations hereunder) and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that:Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) neither if (A) the Exchange Offer Registration Statement nor the Shelf Registration Statement have has not been filed on or prior to the 90th Exchange Filing Deadline or (B) the Company is required to file the Initial Shelf Registration Statement and such Initial Shelf Registration Statement has not been filed on or before the Shelf Filing Date, then commencing on the day after (x) the Exchange Filing Deadline in the case of clause (A), and (y) the Shelf Filing Date in the case of clause (B), Additional Interest shall be accrued on the Registrable Notes to be covered by such Registration Statement over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first 90 days immediately following (a) the original issuance Exchange Filing Deadline in the case of clause (A), and (b) the NotesShelf Filing Date in the case of clause (B), such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period; (ii) if neither (A) the Exchange Offer Registration Statement nor (B) the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Initial Shelf Registration Statement has been declared effective on or prior to (x) the 210th Exchange Effectiveness Date in the case of (A) or (y) the Shelf Effectiveness Date in the case of (B), then commencing on the day after (a) the Exchange Effectiveness Date in the case of clause (A) and (b) the Shelf Effectiveness Date in the case of clause (B), Additional Interest shall be accrued on the Registrable Notes included in such Registration Statement over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Notes for the first 90 days immediately following the original issuance day after (X) the Exchange Effectiveness Date in the case of clause (A), and (Y) the Shelf Effectiveness Date in the case of clause (B), such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period; and (iii) if (A) the Issuer has not delivered Exchange Notes for all Notes validly tendered in accordance with the terms of the Notes; or (iv) either Exchange Offer on or prior to 60 days after the date on which the Exchange Offer Registration Statement was declared effective or Shelf (B) any Registration Statement cease ceases to be effective at any time prior to (x) the time that the Exchange Offer is consummated in case of an Exchange Offer Registration Statement or usable in connection with (y) the resales expiration of the Shelf Effectiveness Period in the case of a Shelf Registration Statement, then Additional Interest shall be accrued on the Registrable Notes affected thereby over and above any other accrued interest at a rate of .25% per annum on the Accreted Value of such Notes for the first 90 days commencing on the (a) 60th day after such effective date, in the case of (A) above, or New Notes during a period in which it is required (b) the day the Registration Statement ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that the Additional Interest rate on any Note may not exceed at any one time in the aggregate 1.0% per annum on the Accreted Value of such Registrable Notes; PROVIDED, HOWEVER, that Additional Interest shall not accrue if the failure of the Issuer to comply with its obligations hereunder without being succeeded immediately by any additional is a result of the failure of Holders, underwriters, initial purchasers or placement agents to fulfill their respective obligations hereunder; and PROVIDED, FURTHER, that (1) upon the filing of the Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes validly tendered (in the case of (iii)(A) above), or upon the effectiveness of a substitute Exchange Offer Registration Statement or post-effective amendment covering Subsequent Shelf Registration Statement, as the case may be (in the case of (iii)(B) above), Additional Interest on such Registrable Notes as a result of such clause (or the New Notesrelevant subclause thereof), as the case may be, which has been filed and declared effective; (each such event referred shall cease to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notesaccrue. (b) The Company and the Guarantor Issuer shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of within one Business Day after each and every Registration Defaultdate on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to Section 4(a) will accrue semi-annually on each July 1 and January 1 (each an "ADDITIONAL INTEREST PAYMENT DATE"), commencing with the first such date occurring after any such Additional Interest commences to accrue. The Company and amount of Additional Interest will be determined on the Guarantor basis of a 360-day year comprised of twelve 30-day months. On any Additional Interest Payment Date, to the extent any Additional Interest shall pay have accrued during the period from the previous Additional Interest Payment Date (the "INTEREST PERIOD") due to the occurrence during such Interest Period of an event described in Section 4(a), the Issuer shall issue a note or notes to the Holders on the Interest Payment Date substantially in the form of Exhibit A to the Indenture. The Accreted Value of such notes shall be equal to the Additional Interest due on accrued during such Interest Period and shall otherwise have the Notes or New Notes, same terms as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any of the Exchange Offer Registration Statement nor Statements required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance date specified for such filing in Sections 3(a) and 4(a) of the Notes; this Agreement, as applicable, (ii) neither the Exchange Offer any of such Registration Statement nor the Shelf Registration Statement have Statements has not been declared effective by the Commission on or prior to the 180th day following date specified for such effectiveness in Section 3(a) and 4(a), as applicable (the original issuance of the Notes; “Effectiveness Target Date”), (iii) neither the Exchange Offer has not been completed nor Consummated by the Shelf Registration Statement has been declared effective on Consummation Deadline or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose during the period specified therein without being succeeded immediately within 5 business days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself immediately declared effective; effective (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities, as liquidated damages for such Registration Default, additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes), respectively (in addition to the stated interest on the Notes and the New Notes)Base Interest, from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will shall accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25a rate of 0.50% per annum thereafter for any remaining time at the end of each subsequent 90-day period up until all Registration Defaults have been cured; provided, however, that if after all such Registration Defaults have been cured, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a maximum post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of 0.50% per annum (iv) above, the Additional Interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii) or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid to the date Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on which all each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the filings, declarations of effectiveness and consummations referred to Company set forth in the preceding sentence paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notessatisfied in full. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. If (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (iib) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iiic) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (ivd) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately by any an additional Registration Statement or post-which becomes effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (d) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (a), until (b), (c) or (d), as applicable, shall cease. All accrued additional interest shall be paid to the date on which all of the filingsHolders entitled thereto, declarations of effectiveness and consummations referred to in the preceding sentence have been achievedmanner provided for the payment of interest in the Indenture, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesPayment Date, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified more fully set forth in the Indenture (or such New and the Notes Indenture)and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, sums sufficient all obligations of the Company to pay the Additional Interest then due. The Additional Interest due shall be payable on each additional interest payment date specified by the Indenture (or such New Notes Indenture) with respect to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that occurrence of any of the Holders following will constitute an “Event of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event thatDefault” hereunder: (i) neither the Exchange Offer Registration Statement nor the Company fails to file a Shelf Registration Statement have been filed with the Commission on or prior to the 90th day following the original issuance of the NotesClosing Date; (ii) neither the Exchange Offer Registration Statement nor the such Shelf Registration Statement have been is not declared effective by the Commission on or prior to the 180th day following the original issuance of the NotesClosing Date; (iii) neither the Exchange Offer has been completed nor Company fails to file a post-effective amendment to the Shelf Registration Statement, or the post-effective amendment is not declared effective, within the periods required by Section 3(a)(ii) hereof; (iv) the Shelf Registration Statement ceases to be effective (or the Company prevents or restricts Holders from effecting sales pursuant thereto) for more than 45 days, whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 365-day period. In calculating the 45- or 90-day period, days on which the Company has been declared effective on or obligated to pay Additional Interest in respect of a prior to the 210th day following the original issuance Event of the Notes; or Default under this clause (iv) either within the Exchange Offer Registration Statement applicable 90-day or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post365-effective amendment covering the Notes or the New Notesday period, as the case may be, which has been filed and declared effectiveshall not be included; or (each such event referred v) after the Effective Date, the Company fails to make the filing required by Section 3(a)(ii) or, in the foregoing clauses event such filing is a post-effective amendment to the Shelf Registration Statement that is required to be declared effective under the Securities Act, if such post-effective amendment is not declared effective within 45 days after such filing. (ib) through (iv)Upon the occurrence of any Event of Default, a “Registration Default”), then the Company shall be required to pay additional interest (“Additional Interest”) will accrue on (but in the case of paragraph 7(a)(v) above, only with respect to such Holders who have returned a completed and executed Notice and Questionnaire and not been named as a selling securityholder in the Shelf Registration Statement) at a rate per annum equal to one-quarter of one percent (0.25%) of the aggregate principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes)Registrable Securities, from and including the date on which any Registration Default Date (as hereinafter defined) through and including the Default Termination Date (as hereinafter defined) (the “Default Period”); provided, however, that if the Default Period exceeds 90 days, from and after the 91st day after the Default Date such Additional Interest shall accrue at a rate per annum equal to one-half of one percent (0.5%) of the aggregate principal amount of Registrable Securities. The term “Default Date” shall mean: (i) with respect to clause (i) of Section 7(a) above, the 91st calendar day following the Closing Date; (ii) with respect to clause (ii) of Section 7(a) above, the 181st calendar day following the Closing Date; (iii) with respect to clause (iii) of Section 7(a) above, the first occurs and while any such Registration Default has occurred and is continuing, to but excluding day following the date on upon which all filings, declarations of effectiveness and consummationsthe post-effective amendment was required to be filed or declared effective, as the case may be, have been achieved whichpursuant to Section 3(a)(ii) above; and (iv) with respect to clause (iv) of Section 7(a) above, if achieved on a timely basis, would have prevented the occurrence 46th day of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the such 90-day period immediately following or the 91st day of such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90365-day period up to a maximum of 0.50% per annum period, as the case may be. The term “Default Termination Date” shall mean (x) with respect to all Registration Defaultsclauses (i) through (iii) of Section 7(a) above, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes Shelf Registration Statement or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notespost-effective amendment, as the case may be, by depositing is either so filed or so filed and subsequently declared effective, as the case may be, and (y) with respect to clause (iv) of Section 7(a) above, the Trustee (which shall not be date the Company for these purposes) for the Notes Shelf Registration Statement again becomes effective or the New NotesHolders of Registrable Securities are again able to make sales under the Shelf Registration Statement. Notwithstanding the foregoing, in trust, for no Additional Interest shall accrue as to any Registrable Security from and after the benefit earlier of (1) the date such security is no longer a Registrable Security and (2) the expiration of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such dateRegistration Period. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail fails to perform their fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event thatCompany agrees that if: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective is not consummated on or prior to the 210th day following the original issuance of Issue Date, or, if that day is not a Business Day, the Notesnext day that is a Business Day; or (ivii) either the Exchange Offer Registration Statement or Shelf Registration Statement cease is required to be filed but is not declared effective within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter ceases to be effective or usable in connection with (unless the resales of the Notes or New Notes during a period in which it is required Shelf Registration ceases to be effective hereunder without being succeeded immediately or usable as specifically permitted by any additional Registration Statement or post-effective amendment covering the Notes or the New Notespenultimate paragraph of Section 5 hereof), as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through and (iv), ii) a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Registrable Notes and the New Notes, respectively (in addition required to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved be registered on a timely basis, would have prevented the occurrence Shelf Registration Statement. The rate of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of be 0.25% per annum during for the first 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuingDefault, and shall increase increasing by an additional 0.25% per annum at the end of with respect to each subsequent 90-day period up to a maximum amount of 0.50Additional Interest of 1.00% per annum with respect to all annum, from and including the date on which any such Registration DefaultsDefault shall occur to, until but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders thereof (including, without limitation, pursuant to an effective Shelf Registration Statement), other than affiliates of the filingsCompany, declarations without further registration under the Securities Act. If, after the cure of effectiveness all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and consummations referred shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence have been achievedsentence. Notwithstanding the foregoing, on which date (1) the interest rate on the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes or the New Notes, respectively, will revert that is not entitled to the interest rate originally borne benefits of the Shelf Registration (e.g., such Holder has not elected to include information as required by such notesthis Agreement) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration. (b) The So long as Notes remain outstanding, the Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of within five Business Days after each and every Registration Defaultdate on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in, at the election of the Issuer (made prior to the relevant record date in the case of cash interest payments), either (x) in cash or (y) for any interest payment date on or after August 1, 2006 and on or prior to February 1, 2010, through the issuance of Additional Notes in principal amount equal to such Additional Interest amount, in either case, semi-annually on each February 1 and August 1 (each a “Additional Interest Payment Date”), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The Company and amount of Additional Interest for each Registrable Note will be determined by multiplying the Guarantor shall pay applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest due Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the Notes or New Notesbasis of a 360 day year comprised of twelve 30 day months and, as in the case may beof a partial month, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit actual number of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenturedays elapsed), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination denominator of this Agreementwhich is 360.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; applicable Effectiveness Deadline, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer subject to Section 6(e) hereof, any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately within two business days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself declared effective; effective within five business days of filing such post-effective amendment to such Registration Statement (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then additional interest (“the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby Additional Interest”) will accrue on the Interest in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the Additional Interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% Additional Interest of $0.50 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (an/or, if applicable the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (iv) above, the Additional Interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii) or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid to the date on which all of the filingsHolders entitled thereto, declarations of effectiveness and consummations referred to in the preceding sentence have been achievedmanner provided for the payment of interest in the Indenture, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesPayment Date, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified more fully set forth in the Indenture (or such New Notes Indenture)and the Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, sums sufficient all obligations of the Company to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) with respect to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (aSubject to the Company's rights set forth in Sections 4(c), 4(d) The parties hereto agree that the Holders of Notes or New Notesand 6(d) hereof, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer any Registration Statement nor required by this Agreement has not been declared effective by the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Effectiveness Deadline, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have has not been declared effective Consummated on or prior to the 180th day following the original issuance of the Notes; Consummation Deadline or (iii) neither the Exchange Offer has been completed nor the any Shelf Registration Statement has been required by this Agreement is filed and declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose, except during any Suspension Period, without being succeeded immediately within 10 Business Days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been to such Shelf Registration Statement that cures such failure and that is filed and itself declared effective; effective within such 10 Business Day period (each such event referred to in the foregoing clauses (i) through (iviii), a “"Registration Default”"), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional 0.25% per annum of the principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest for all Registration Defaults of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time and, in the case of a Shelf Registration Statement, it is expressly understood that additional interest would be payable only with respect to Transfer Restricted Securities so requested to be registered pursuant to Section 4(a)(ii) of this Agreement. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease on the date of such cure and while the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date (as defined in the Indenture), as more fully set forth in the Indenture and the Senior Subordinated Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of additional interest shall be the only remedy available to holders of Senior Subordinated Notes for any Registration Default. Furthermore, notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. The amount of additional interest payable shall not increase because more than one Registration Default has occurred and is continuing, and a Holder of Senior Subordinated Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall increase by 0.25% per annum at the end of each subsequent 90-day period up not be entitled to a maximum of 0.50% per annum additional interest with respect to all a Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred Default that pertains to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notesShelf Registration Statement. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Closing Date, a Shelf Registration Statement has not been declared effective filed with the Commission, (ii) on or prior to the 210th 270th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Closing Date, such Shelf Registration Statement cease has not become effective or (iii) if, after the effectiveness date of the Shelf Registration Statement, (x) the Shelf Registration Statement ceases to be effective or usable in connection with for the resales offer and sale of Registrable Securities (other than due to a Suspension Period), and the Notes or New Notes during Company fails to file (and have become effective,), within five Business Days, a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering to the Notes Shelf Registration Statement or amendment or supplement to the New NotesProspectus contained therein or such other document with the Commission to make the Shelf Registration Statement effective or such Prospectus usable, as or (y) Suspension Periods exceed 90 days (or 120 days, if the case may be, which has been filed and declared effective; (each such event referred maximum number of days for Suspension Periods is increased pursuant to the proviso to Section 2(c) hereof) in the foregoing clauses aggregate, whether or not consecutive, during any 360-day period during the Effectiveness Period (i) through (iv)each, a “Registration Default”), then the Company shall be required to pay additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any day following such Registration Default has occurred and is continuing, to but excluding the date day on which all filingssuch Registration Default is cured, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during equal to one-quarter of one percent (0.25%) of the 90-aggregate principal amount of the Securities, to and including the 90th day period immediately following such first occurrence of a Registration Default and while any one-half of one percent (0.50%) of the aggregate principal amount of the Securities from and after the 91st day following such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notesDefault. (b) The A Holder will not be entitled to Additional Interest unless it has provided all information requested by the Notice and Questionnaire prior to the date of the Registration Default, if the date of the Registration Default is after the deadline for the return of the Notice and Questionnaire. (c) Notwithstanding the foregoing, in no event will Additional Interest be payable in connection with a failure to register the Common Stock. For the avoidance of doubt, if the Company fails to register both the Securities and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay Common Stock, then the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable in connection with the failure to register the Securities. (d) Any amounts to be paid as Additional Interest pursuant to Section 7(a) shall be paid in cash semiannually in arrears, on each interest payment date specified by under the Indenture (or such New Notes Indenture) to the record holders Person entitled to receive the related payment of interest payment to be made on such dateunder the terms of the Indenture. (ce) The parties hereto agree that In no event shall the Company be required to pay Additional Interest provided for in this Section 5 constitutes a reasonable estimate excess of the damages that will be suffered by Holders applicable maximum amount of Notes or New Notes by reason one-half of the happening of any Registration Default. one percent (d0.50%) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination above, regardless of this Agreementwhether one or multiple Registration Defaults exist.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; date specified for such filing in this Agreement, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; date specified for such effectiveness in this Agreement, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with the resales of Transfer Restricted Securities during the Notes or New Notes during a period periods specified in which it is required to be effective hereunder this Agreement without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself immediately declared effective; effective (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of additional interest shall increase be increased by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradeable without registration under the Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of 0.50% additional interest of $0.30 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement filed by the Company in accordance with Section 4(a)(ii) hereof, in each case with respect to all the affected series of Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration DefaultsStatement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, until if applicable, the date on which all Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities of the filingsapplicable series as a result of such clause (i), declarations of effectiveness and consummations referred (ii), (iii) or (iv), as applicable, shall cease (unless a subsequent Registration Default shall occur). All accrued additional interest shall be paid to the Holders entitled thereto, in the preceding sentence have been achievedmanner provided for the payment of interest in the Indenture, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New NotesPayment Date, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified more fully set forth in the Indenture (or such New Notes Indenture)and the Initial Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, sums sufficient all obligations of the Company to pay the Additional Interest then due. The Additional Interest due shall be payable on each additional interest payment date specified by the Indenture (or such New Notes Indenture) with respect to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; date specified for such filing in this Agreement, (ii) neither the Exchange Offer any such Registration Statement nor the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; date specified for such effectiveness in this Agreement, (iii) neither the Exchange Offer has not been completed nor Consummated within 210 days after the Shelf Registration Statement has been declared effective on Issue Date or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer any Registration Statement or Shelf required by this Agreement is filed and declared effective but (A) such Registration Statement cease ceases to be effective effective, prior to expiration of the applicable time periods described in this Agreement, if so required or usable (B) such Registration Statement ceases to be useable in connection with the resales of Transfer Restricted Securities prior to expiration of the Notes or New Notes during a period applicable time periods described in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notesthis Agreement, as the case may beif so required, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then additional interest (“the Company hereby agrees to pay Additional Interest”) will accrue on the principal amount Interest to each Holder of the New Notes and the New Notes, respectively (in addition that are Transfer Restricted Securities with respect to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of such Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default and while any such Registration Default has occurred and is continuing, and continues. The amount of the Additional Interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 in principal amount of such Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% Additional Interest of $0.25 per annum week per $1,000 principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New NotesNotes that are Transfer Restricted Securities as a result of such clause (i), respectively(ii), will revert to the interest rate originally borne by such notes(iii) or (iv), as applicable, shall cease. (b) The Company A Registration Default referred to in Section 5(a) above shall be deemed not to have occurred and the Guarantor shall notify the Trustee under the Indenture (be continuing in relation to a Shelf Registration Statement or the trustee under related prospectus if (i) such Registration Default has occurred solely as a result of (A) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (B) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (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 New Notes Indenture) immediately upon the happening case if such Registration Default occurs for a continuous period in excess of each and every Registration Default. The Company and the Guarantor shall pay the 30 days, Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by in accordance with the Indenture (or above paragraph from the day such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on Registration Default occurs until such dateRegistration Default is cured. (c) The parties hereto agree that the Any amounts of Additional Interest provided for due pursuant to clause (i), (ii), (iii) or (iv) of Section 5(a) shall be payable in this Section 5 constitutes a reasonable estimate cash on the Interest Payment Dates. All obligations of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations Company set forth in this Section 5 the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive the termination of this Agreementuntil such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: If (i) neither any of the Exchange Offer Registration Statement nor Statements required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance date specified for such filing in Sections 3(a) and 4(a) of the Notes; this Agreement, as applicable, (ii) neither the Exchange Offer any of such Registration Statement nor the Shelf Registration Statement have Statements has not been declared effective by the Commission on or prior to the 180th day following date specified for such effectiveness in Section 3(a) and 4(a), as applicable (the original issuance of the Notes; "Effectiveness Target Date"), (iii) neither the Exchange Offer has not been completed nor Consummated by the Consummation Deadline (other than in the event we file a Shelf Registration Statement has been declared effective on because we determined we are not permitted to effect the Exchange Offer) or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be usable for its intended purpose during the period specified therein, except, in the case of a Shelf Registration Statement, where such failure to be usable is determined to be the direct result of information provided by Holders of Transfer Restricted Securities supplied to the Company under Section 4(b) for inclusion in such Shelf Registration Statement being or becoming misleading, and, except for any period as to which the Company is permitted pursuant to Section 6(c)(i) to allow any such Registration Statement to cease to become effective hereunder and usable; without being succeeded immediately within 5 business days by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself immediately declared effective; effective (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities, as liquidated damages for such Registration Default, additional interest (“"Additional Interest”) will accrue on the principal amount of the Notes and the New Notes"), respectively (in addition to the stated interest on the Notes and the New Notes)Base Interest, from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will shall accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25a rate of 0.50% per annum thereafter for any remaining time at the end of each subsequent 90-day period up until all Registration Defaults have been cured; provided, however, that if after all such Registration Defaults have been cured, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a maximum post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of 0.50% per annum (iv) above, the Additional Interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii) or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid to the date Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on which all each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the filings, declarations of effectiveness and consummations referred to Company set forth in the preceding sentence paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notessatisfied in full. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. If (a) The parties hereto agree that any of the Holders of Notes or New Notes, as Registration Statements required by this Agreement is not filed with the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance date specified for such filing in this Agreement, (b) any of the Notes; (ii) neither the Exchange Offer such Registration Statement nor the Shelf Registration Statement have Statements has not been declared effective by the Commission on or prior to the 180th day following date specified for such effectiveness in this Agreement (the original issuance of the Notes; "EFFECTIVENESS TARGET DATE"), (iiic) neither the Exchange Offer has not been completed nor Consummated within 30 business days after the Shelf Registration Statement has been declared effective on or prior Effectiveness Target Date with respect to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately by any additional Registration Statement or a post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed to such Registration Statement that cures such failure and that is itself immediately declared effective; effective (each such event referred to in the foregoing clauses (ia) through (ivd), a “Registration Default”"REGISTRATION DEFAULT"), then additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing sole remedy for such Registration Defaults. , the Company and the Guarantors hereby jointly and severally agree to pay Additional Interest will accrue at a rate ("ADDITIONAL INTEREST") to each Holder of 0.25% per annum during Transfer Restricted Securities affected thereby with respect to the first 90-day period immediately following such first the occurrence of a the first Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default and while any such Registration Default has occurred and is continuing, and continues. The amount of the Additional Interest shall increase by 0.25% an additional $0.05 per annum at the end week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults affecting such Holder have been cured, up to a maximum amount of 0.50% Additional Interest of $0.50 per annum week per $1,000 principal amount of Transfer Restricted Securities for each week or portion thereof that the Registration Default continues. All accrued Additional Interest shall be paid by the Company on each Damages Payment Date to Record Holders by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes (as defined in the Indenture) by wire transfers to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to all Registration Defaults, until the date on which all such Transfer Restricted Securities will cease. All obligations of the filings, declarations of effectiveness Company and consummations referred to the Guarantors set forth in the preceding sentence paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notessatisfied in full. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (a) The parties hereto agree that Notwithstanding any postponement of the Holders of Notes or New Noteseffectiveness pursuant to Section 2(a) hereof, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event thatif: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of Issue Date, a Shelf Registration Statement has not been filed with the Notes;Commission, or (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of Issue Date, such initial Shelf Registration Statement is not declared effective by the Notes;Commission, or (iii) neither after the Exchange Offer has been completed nor the effectiveness date of any Shelf Registration Statement, (x) such Shelf Registration Statement has been ceases to be effective or usable for the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file (and have declared effective), within ten Business Days, a post-effective on amendment to such Shelf Registration Statement or prior amendment or supplement to the 210th Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed 45 or 60 calendar days, as applicable, whether or not consecutive, in any 90 calendar day following period, or more than 120 calendar days, whether or not consecutive, during any 360 calendar day period during the original issuance of the Notes; Effectiveness Period, or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease Company shall have failed to be effective or usable timely comply with any of its obligations set forth in connection with Section 3(a)(ii) hereof, provided that such failure is not solely due to the resales failure of the Notes or New Notes during a period Holder of Registrable Securities to perform its obligations set forth in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; Section 3(a)(ii) hereof (each such event referred to in the foregoing clauses of (i) through (iv), ) a “Registration Default”), then the Company shall be required to pay additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any day following such Registration Default has occurred and is continuing, to but excluding the earlier of (x) the calendar day on which all Registration Defaults are cured and (y) the date that the Shelf Registration Statement is no longer required to be kept effective. The Company shall pay Additional Interest at a rate per year equal to one-quarter of one percent (0.25%) of the Applicable Amount for the first 90 calendar day period to and including the 90th day following such Registration Default, and one-half of one percent (0.50%) thereof from and after the 91st day following such Registration Default. In the event any Registrable Securities that are Securities are converted into Common Stock during the continuance of a Registration Default, the Company will deliver to each Holder converting Securities during the continuance of a Registration Default 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion (“Additional Shares”) and no Additional Interest shall be payable on such converted Securities. (b) In the case of a Registration Default described in Sections 7(a)(i)-(iii) above, Additional Interest, if any, shall be payable only to Notice Holders and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid in cash semiannually in arrears, with the first semiannual payment due on the first interest payment date following the date on which all filingssuch Additional Interest begins to accrue, declarations to the Notice Holders in whose name the Securities or Common Stock issued upon conversion of effectiveness and consummationsthe Securities are registered at the close of business on February 15 or August 15, whether or not a Business Day, immediately preceding the relevant interest payment date. (d) Except as provided in Section 9(a) hereof, the Additional Interest or Additional Shares as set forth in this Section 7 shall be the exclusive monetary (or asset, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert ) remedy available to the interest rate originally borne by Holders of Registrable Securities for such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The In no event shall the Company and the Guarantor shall be required to pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit excess of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture applicable maximum amount of one-half of one percent (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture0.50%) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination above, regardless of this Agreementwhether one or multiple Registration Defaults exist.

Additional Interest. (a) The parties hereto agree acknowledge that the Holders of New Notes or New Exchange Notes, as the case may be, will suffer damages if the Company and the Guarantor fail fails to perform their its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have has not been filed on or prior to the 90th day following after the original issuance of the NotesSettlement Date; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have has not been declared effective on or prior to the 180th 150th day following after the original issuance of the NotesSettlement Date; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th 180th day following after the original issuance of the Notes; orSettlement Date; (iv) either the Shelf Registration Statement has not been declared effective on or prior to the 120th day after the required or requested time of filing pursuant to Section 3 hereof; (v) after the Exchange Offer Registration Statement or Shelf has been declared effective, the Exchange Offer Registration Statement cease ceases to be effective or usable in connection with prior to the resales consummation of the Notes Registered Exchange Offer; or (vi) after the Shelf Registration Statement, if applicable, has been declared effective, the Shelf Registration Statement ceases to be effective or New Notes during usable for a period of time that exceeds 60 days in the aggregate in any 12-month period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effectiveunder this Agreement; (each such event referred to in the foregoing clauses (i) through (ivv), a “"Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the New Notes and or the New Notes, respectively Exchange Notes affected thereby (in addition to the stated interest on the New Notes and the New Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the applicable New Notes or the New Notes, respectively, and Exchange Notes will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon its knowledge of the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the New Notes or New Exchange Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes), in trust, for the benefit of the Holders thereofentitled thereto, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of New Notes or New Exchange Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s 's obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (aSubject to the provisions of Sections 6(b)(iii) The parties hereto agree that the Holders of Notes or New Notesand 6(d) hereof, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither the Exchange Offer any Registration Statement nor required by this Agreement is not filed with the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) neither the Exchange Offer any of such Registration Statement nor the Shelf Registration Statement have been Statements is not declared effective by the Commission on or prior to the 180th day following Exchange Offer Effectiveness Deadline or the original issuance of the Notes; Shelf Registration Statement Effectiveness Deadline, as applicable, (iii) neither the Exchange Offer has not been completed nor the Shelf Registration Statement has been declared effective Consummated on or prior to the 210th day following the original issuance of the Notes; or Consummation Deadline or (iv) either the Exchange Offer any Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it required by this Agreement is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; effective but thereafter ceases to be usable for its intended purpose (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities additional interest (“Additional Interest”"ADDITIONAL INTEREST") will accrue in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder for the Notes and period of time that the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a such Registration Default. The amount of the Additional Interest shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until no Registration Default is in effect, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum on the principal amount of Transfer Restricted Securities; provided that the Company and while the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default with respect to a particular series of Transfer Restricted Securities at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. All accrued Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on the next scheduled Interest Payment Date (as defined in the Indenture), as more fully set forth in the Indenture and the Notes. The amount of Additional Interest with respect to a particular series of Initial Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Notes of a particular series, 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. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Additional Interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. The amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing, and a Holder of Initial Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall increase by 0.25% per annum at the end of each subsequent 90-day period up not be entitled to a maximum of 0.50% per annum Additional Interest with respect to all a Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred Default that pertains to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notesShelf Registration Statement. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.

Additional Interest. (aSubject to the Suspension Rights referred to in Section 6(c)(i) The parties hereto agree that the Holders of Notes or New Notesbelow, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither any Registration Statement required by this Agreement is not filed with the Commission on or prior to the Filing Deadline or the Shelf Effectiveness Deadline, as applicable, (ii) the Exchange Offer Registration Statement nor has not been declared effective by the Shelf Registration Statement have been filed Commission on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor Effectiveness Deadline, (iii) the Shelf Registration Statement have has not been declared effective by the Commission on or prior to the 180th day following the original issuance of the Notes; Shelf Effectiveness Deadline, as applicable, (iiiiv) neither the Exchange Offer has not been completed nor Consummated by the Shelf Registration Statement has been declared effective on or prior Consummation Deadline with respect to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf (v) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; for its intended purpose (each such event referred to in the foregoing clauses (i) through (ivv), a “Registration Default”), then the Company hereby agrees to pay to each Holder affected thereby additional interest (“Additional Interest”) will accrue in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder while the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default continues for the first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuingDefault, and shall increase with such rate increasing by an additional per annum rate of 0.25% per annum at the end of with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50additional interest for all Registration Defaults of 0.5% per annum of the principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, if applicable, in the case of clause (iii) above, (4) upon Consummation of the Exchange Offer, in the case of clause (iv) above, or (5) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (v) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (i), until (ii), (iii), (iv) or (v), as applicable, shall cease. All accrued additional interest shall be paid by the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes IndentureCompany will cause the Paying Agent to make such payment on their behalf) immediately upon to the happening of each and every Registration Default. The Company and Holders entitled thereto, in the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) manner provided for the Notes or payment of interest in the New NotesIndenture, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture)scheduled Interest Payment Date, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations as more fully set forth in this Section 5 the Indenture, the Initial Notes and the Exchange Notes. All accrued additional interest shall be computed in the manner provided for the computation of interest in the Indenture. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive the termination of this Agreementuntil such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The parties hereto agree If: (i) on or prior to the Shelf Filing Deadline, a Shelf Registration Statement has not been filed with the Commission; (ii) on or prior to the Effectiveness Target Date, the initial Shelf Registration Statement has not been declared effective by the Commission (and include, without limitation, any information with respect to an Election Holder that has properly completed, executed and delivered an Election and Questionnaire prior to or on the Holders 20th calendar day after such Holder's receipt thereof that is required so that such Holder is n▇▇▇▇ ▇s a selling securityholder in the initial Shelf Registration Statement and is permitted to deliver the Prospectus forming a part thereof to purchasers of Notes such Holder's Registrable Securities); (iii) after the Effective Time of any Shelf Registration Statement, such Shelf Registration Statement ceases to be effective or New Notesusable for the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file and, in the case of a post-effective amendment, have declared effective, within five Business Days, a post-effective amendment to such Shelf Registration Statement, a supplement to the Prospectus contained therein or a report with the Commission pursuant to Section 13(a), 13(c) or 14 of the Exchange Act to make such Shelf Registration Statement effective or such Prospectus usable; (iv) prior to or on the 45th calendar day or 60th calendar day, as the case may be, will suffer damages if of any Suspension Period, such suspension has not been terminated, or Suspension Periods exceed an aggregate of 90 calendar days in any 360-calendar day period; or (v) the Company and the Guarantor fail shall have failed to perform their timely comply with any of its obligations under set forth in Section 2 or 3 3(a)(ii) hereof and that it would not be feasible (each such event referred to ascertain the extent of such damages. Accordingly, in the event that: clauses (i) neither through (v), a "REGISTRATION DEFAULT"), the Exchange Offer Company shall be required to pay additional interest ("ADDITIONAL INTEREST"), from and including the day following such Registration Statement nor Default to but excluding the earlier of (x) the day on which such Registration Default is cured or (y) the date the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with the resales of the Notes or New Notes during a period in which it is no longer required to be kept effective hereunder without being succeeded (the "REGISTRATION DEFAULT PERIOD"), at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Registrable Securities that are Securities to and including the 90th calendar day following such Registration Default, and one-half of one percent (0.5%) thereof from and after the 91st calendar day following such Registration Default. In the event any Registrable Securities that are Securities are converted into Common Stock during a Registration Default Period, in lieu of Additional Interest, the Company will deliver to the each Holder converting during the Registration Default Period 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion ("Additional SHARES"). (b) Any amounts to be paid as Additional Interest pursuant to Section 7(a) hereof shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date following the date on which such Additional Interest began to accrue, to the Holders in whose name the Securities are registered at the close of business on March 30 or September 30, whether or not a Business Day, immediately by any additional Registration Statement preceding the relevant Interest Payment Date. (c) Except as provided in Section 10(a) hereof, the Additional Interest or post-effective amendment covering the Notes or the New NotesAdditional Shares, as the case may be, which has been filed and declared effective; (each such event referred as set forth in this Section 7 shall be the exclusive remedy available to in the foregoing clauses (i) through (iv), a “Holders of Registrable Securities for any Registration Default”), then additional interest . In no event shall the Company be required to pay Additional Interest in excess of a rate per annum equal to one-quarter of one percent (“Additional Interest”0.25%) will accrue on of the principal amount of the Notes and the New Notes, respectively (in addition Registrable Securities that are Securities to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any 90th calendar day following such Registration Default has occurred Default, and is continuing, a rate per annum equal to but excluding one-half of one percent (0.5%) thereof from and after the date on which all filings, declarations of effectiveness and consummations91st calendar day following such Registration Default, as the case may beset forth in Section 7(a), have been achieved which, if achieved on a timely basis, would have prevented the occurrence regardless of all whether one or multiple Registration Defaults exist. All obligations of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults, until the date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 7 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 Registrable Security shall have been satisfied in full. Each Registration Default will constitute a Registration Default whatever the termination reason for any such event and whether it is voluntary or involuntary or is beyond the control of this Agreementthe Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest. If (a) The parties hereto agree that any Registration Statement required by this Agreement is not filed with the Holders of Notes Commission on or New Notesprior to the applicable Filing Deadline, (b) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (c) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Registration Period or Shelf Period, as the case may beapplicable, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 without being succeeded immediately by a post-effective amendment or 3 hereof and an additional Registration Statement that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither causes the Exchange Offer Registration Statement nor (and/or, if applicable, the Shelf Registration Statement have been filed on or prior Statement) to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been again be declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or made usable in connection with the resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (ia) through (ivd), a “Registration Default”), then the Issuers and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”) will accrue on the in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first the occurrence of a Registration Default and while any such Registration Default has occurred and is continuing, and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the end week per $ 1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% additional interest of $.20 per annum week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon Filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to all Registration Defaultsthe Transfer Restricted Securities as a result of such clause (a), until (b), (c) or (d), as applicable, shall cease on the date on which all of the filings, declarations of effectiveness such cure and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Notes or the New Notes, respectively, such Transfer Restricted Securities will revert to the interest rate originally borne by on such notes. (b) The Company and Transfer Restricted Securities prior to the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every applicable Registration Default. The Company All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Guarantor Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Issuers and the Guarantors to pay additional interest with respect to securities shall pay the Additional Interest due on the survive until such time as such obligations with respect to such securities shall have been satisfied in full. A Holder of Notes or New Notes, as Exchange Notes who is not entitled to the case may be, by depositing with the Trustee (which benefits of a Shelf Registration Statement shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the additional interest payment with respect to be made on a Registration Default that pertains to such dateShelf Registration Statement. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement.