Common use of Additional Interest Clause in Contracts

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate on the Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable any Shelf Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified herein speci- fied for such effectiveness after such obligation arisesin this Agreement, (iiiii) if the Exchange Offer is required to be Consummated hereunder, the an Exchange Offer has not been Consummated by within 30 Business Days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement or (iviii) the applicable 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 Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose without being succeeded immediately promptly by any additional a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each at the end of the subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase in the aggregate exceed 0.75% per annum with respect to all Registration Defaults(any such increase, “Additional Interest”); provided, that for the avoidance of doubt in the case of clause (ii) above, only the interest rate borne by Transfer Restricted Securities that are the subject of the Exchange Offer that was not so Consummated shall be increased. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent foregoing provisions. Notwithstanding the foregoing, (which i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit Shelf Registration Statement. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of the Exchange Registerable Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails Issuers fail to perform its 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 that Issuers agree to pay, as liquidated damages, additional interest on the Notes (i“Additional Interest”) under the applicable Registration Statement is not filed with the Commission on or prior circumstances and to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period extent set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective below (each such event referred to of which shall be given independent effect) (it being understood that the Additional Interest provided for in this section shall be the sole remedy at law for the matters set forth in clauses (i) through (iv)iii) below; provided, however, that nothing contained herein shall prevent the Holders of a "Registration Default"), then majority of Registrable Notes from seeking specific performance of the interest rate on the Transfer Restricted Notes will increase ("Additional Interest"), Issuers’ obligations with respect to such matters): (i) if (A) neither the first 90-Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the date that is 180 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day period immediately following after such 180th day or such Filing Date, Additional Interest shall accrue on the occurrence principal amount of such Registration Default, by the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and will such Additional Interest rate shall increase by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until period; or (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the date that is 270 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration Default has been curedis not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, up to a maximum then, commencing on the day after such 270th day or such Effectiveness Date, Additional Interest shall accrue on the principal amount of 0.50the Securities at a rate of 0.25% per annum for the first 90 days immediately following such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 295th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 296th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration which had ceased to remain effective (in the case of clause(a)(iii)(B) of this Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue; provided, further, however, that notwithstanding the foregoing provisions of this Section 4(a), Additional Interest shall not be payable if effectiveness of a Shelf Registration ceased solely as a result of (i) the filing of a post-effective amendment to such Shelf Registration to incorporate annual audited financial information with respect to all Registration Defaults. Following the cure of a Registration DefaultIssuers required pursuant to rules or regulations promulgated by the Commission where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (ii) other material events, the accrual of Additional Interest with respect to the Issuers that would need to be described in such Shelf Registration Default will cease Statement or related prospectus and upon the cure of all Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Defaults the interest rate or related prospectus to describe such events; provided, that in any case if such a Shelf Registration is not declared effective on the Transfer Restricted Notes will revert to thirtieth day after effectiveness ceased, Additional Interest shall be payable from the original rateday following such 30-day period until the date on which such Shelf Registration is declared effective. (b) The Issuer Issuers shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three business days 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 Issuer shall pay the Any amounts of Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent pursuant to clauses (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other indenturea)(i), 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 (a)(ii) or such other indenture(a)(iii) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in of this Section 4 constitutes a reasonable estimate will be payable in cash semiannually on each March 15 and September 15 (to the holders of record on the March 1 and September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the damages that will be suffered Registrable Notes, multiplied by holders a fraction, the numerator of Transfer Restricted Notes by reason which is the number of days such Additional Interest rate was applicable during such period (determined on the happening basis of any Registration Defaulta 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. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, Notes will suffer damages if the Issuer fails Company and the Guarantor fail to perform its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Issuer Company within the time period set forth in the last sentence of Section 2(a) or hereof, (iv) prior to the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with end of the Exchange Offer Registration Period or resales the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional the Exchange Offer Registration Statement covering the Transfer Restricted Notes or the Exchange NotesShelf Registration Statement, as the case may be, which has or proceedings have been filed and declared effective initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Prospectus forming a part of a Registration Statement ceases to be useable in connection with resales of the Transfer Restricted Notes covered by such Registration Statement prior to the end of the Exchange Offer Registration Period or the Shelf Registration Period (whether or not as a result of the initiation of a suspension period pursuant to Section 3(d) hereof) (each such event referred to in clauses (i) through (ivv), a "“Registration Default"”), then the additional interest rate on with respect to the Transfer Restricted Notes will increase ("“Additional Interest"), ”) will accrue with respect to the first 90-day period immediately following the occurrence of such Registration Default, by Default in an amount equal to 0.25% per annum per $1,000 principal amount of such Notes and will increase by an additional 0.25% per annum with respect to per $1,000 principal amount of such Notes for each subsequent 90-day period until such Registration Default has been cured, up to a an aggregate maximum amount of 0.50Additional Interest of 1.0% per annum with respect to per $1,000 principal amount of Notes for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all with respect to that Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rateDefault. (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer Company shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. a.m. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 include the date of the applicable Registration DefaultDefault to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's Company’s and the Guarantors’ obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note Note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security Transfer Restricted Note have been satisfied in full (notwithstanding termination of the this Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, Notes will suffer damages if the Issuer fails Company or the Note Guarantors fail to perform its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Issuer Company and the Note Guarantors within the time period set forth in Section 2(a) or hereof, (iv) prior to the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with end of the Exchange Offer Registration Period or resales the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional the Exchange Offer Registration Statement covering the Transfer Restricted Notes or the Exchange NotesShelf Registration Statement, as the case may be, which has or proceedings have been filed initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Company and declared effective the Note Guarantors shall have initiated a suspension period pursuant to Section 2(d) or 3(d) (each such event referred to in clauses (i) through (ivv), a "Registration Default"), then the additional interest rate on with respect to the Transfer Restricted Notes will increase ("Additional Interest"), ) will accrue with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.25Default in an amount equal to 0.5% per annum per $1,000 principal amount of such Notes and will increase by an additional 0.250.5% per annum with respect to per $1,000 principal amount of such Notes for each subsequent 90-day period until such Registration Default has been cured, up to a an aggregate maximum amount of 0.50Additional Interest of 1.0% per annum with respect to per $1,000 principal amount of Notes for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on accrual of all Additional Interest will cease. Notwithstanding anything to the contrary in this Section 4(a), the Company and the Note Guarantors shall not be required to pay Additional Interest to a Holder of Transfer Restricted Notes will revert if such Holder failed to comply with its obligations to make the original raterepresentations set forth in the second sentence of Section 2(b). (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer Company and the Note Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer Company or the Note Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. a.m. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 include the date of the applicable Registration DefaultDefault to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration DefaultDefault and are intended to constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the IssuerCompany's and the Note Guarantors' obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note Note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security Note have been satisfied in full (notwithstanding termination of the this Agreement).

Additional Interest. (aSubject to the Issuers’ ability to declare Suspension Periods with respect to clause 4(d) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notesabove, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 405 days after the Issuer within Closing Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement or (ivii) the applicable if a Shelf Registration Statement is required to be filed by this Agreement and such Shelf Registration Statement is not declared effective within 120 days following the date on which the obligation to file the Shelf Registration Statement arises, or (iii) any Shelf Registration Statement required by this Agreement is filed and declared effective, and during the period the Issuers are required to use their commercially reasonably efforts to cause the Shelf Registration Statement to remain effective but (1) the Issuers shall thereafter cease have suspended and be continuing to suspend the availability of the Shelf Registration Statement for more than 60 days in the aggregate in any consecutive twelve month period, or (2) such Shelf Registration Statement ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional and such Shelf Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been is not replaced within 90 days by a Shelf Registration Statement that is filed and declared effective (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then ; the Issuers hereby agree that the interest rate on borne by the Transfer Restricted Notes will increase Securities shall be increased ("“Additional Interest"), with respect to ”) by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of increase exceed 0.50% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest will cease to accrue from the date of such cure and the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Securities; provided, however, that, if after any such Additional Interest due on ceases to accrue, a different Registration Default occurs, Additional Interest shall again commence accruing pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Notes by depositing with Securities who is not entitled to the paying agent (which benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit Shelf Registration Statement. All obligations of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Issuers set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer Company fails to perform 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 Company agrees that if (i) the applicable Exchange Offer Registration Statement (or the Shelf Registration Statement) is not filed with the Commission on or prior to within 90 days after the date specified herein for such filingIssue Date or, if that day is not a Business Day, the next day that is a Business Day, (ii) the applicable Exchange Offer Registration Statement has (or the Shelf Registration Statement) is not been declared effective by within 150 days after the Commission on or prior to Issue Date or, if that day is not a Business Day, the date specified herein for such effectiveness after such obligation arises, next day that is a Business Day, (iii) if the Exchange Offer (or the Shelf Registration) is required to be Consummated hereundernot consummated within 180 after the Issue Date, or, if that day is not a Business Day, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or next day that is a Business Day; or (iv) the applicable any registration statement required by this Registration Statement Rights Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable, except if a Shelf Registration ceases to be effective or usable in connection with as specifically permitted by the Exchange Offer or resales penultimate paragraph of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective Section 5 hereof. (each such event referred to in clauses (i) through (iv), ) a "Registration Default"), then liquidated damages in the form of additional cash interest rate on the Transfer Restricted Notes will increase ("Additional Interest")) will accrue on the affected Notes and the affected Exchange Notes, with respect to as applicable. The rate of Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, by 0.25% per annum and will increase increasing by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50Additional Interest of 1.00% per annum with respect to annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration DefaultsDefaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. Following On the date on which all Registration Defaults then in effect have been cured, the interest rate on the Notes will revert to the interest rate originally borne by the Notes. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the accrual 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. Notwithstanding the foregoing, (1) 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 Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder 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 Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within three (3) Business Days after each and every date 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), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each date that interest on the notes is required to be paid on the Notes pursuant to the Indenture (each a "Damages 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 Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to such a Registration Default will cease (and upon thereafter at the next succeeding Damages Payment Date until the cure of all such Registration Defaults Default), multiplied by a fraction, the interest numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the Transfer Restricted Notes will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening basis of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notesa 360-day year comprised of twelve 30-day months and, in trustthe case of a partial month, 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 other indenturedays elapsed), sums sufficient to pay and the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders 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 applicable Registration Defaultdenominator of which is 360. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in In the event that (i) the applicable ------------------- Registration Statement is not filed with the Commission SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has is not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesarises (the "Effectiveness Target Date"), ------------------------- (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(aconsummated here- (a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any an additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate on -------------------- the Transfer Restricted Notes as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or ------------------- portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25Default in an amount equal to 0.50% per annum and of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.250.50% per annum with respect to of the principal amount of the Notes for each subsequent 90-day period until such (or portion thereof) while a Registration Default has is continuing until all Registration Defaults have been cured, up to a maximum amount of 0.501.50% per annum with respect to all of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration DefaultsDefaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and upon the cure aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all Registration Defaults such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the Notes will be increased by 0.50% per annum of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the Transfer Restricted 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.50% per annum of the principal amount of the Notes at the beginning of each subsequent 90-day period, up to a maximum amount of 1.50% of the principal amount of the Notes. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will revert be reduced to the original rate. (b) interest rate if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three Business Days after each and every Registration Default. The Issuer shall pay the date on which an event occurs in respect of which Additional Interest due on the Transfer Restricted Notes is required to be paid (an "Event Date"). Additional Interest shall be ---------- paid by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted NotesTrustee, in trust, for the benefit of the Holders thereofof Transfer Restricted Notes, 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 other 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 other indenture) to the record holders Holder of Notes entitled to receive the interest payment to be made paid on such datedate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration DefaultEvent Date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, Notes will suffer damages if the Issuer Company or the Guarantors fails to perform its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Issuer Company and the Guarantors within the time period set forth in Section 2(a) or hereof, (iv) prior to the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with end of the Exchange Offer Registration Period or resales the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional the Exchange Offer Registration Statement covering the Transfer Restricted Notes or the Exchange NotesShelf Registration Statement, as the case may be, which has or proceedings have been filed initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Securities Act, or (v) the Company and declared effective the Guarantors shall have initiated a suspension period beyond the periods set forth in Section 2(d) or 3(d) (each such event referred to in clauses (i) through (ivv), a "“Registration Default"”), then the additional interest rate on with respect to the Transfer Restricted Notes will increase ("“Additional Interest"), ”) will accrue with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.25Default in an amount equal to 0.5% per annum and will increase by an additional 0.250.5% per annum with respect to for each subsequent 90-day period until such Registration Default has been cured, up to a an aggregate maximum amount of 0.50Additional Interest of 1.0% per annum with respect to for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes accrual of all Additional Interest will revert cease. Notwithstanding anything to the original ratecontrary in this Section 4(a), the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer Company or the Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. a.m. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 include the date of the applicable Registration DefaultDefault to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders Holders of Transfer Restricted Notes by reason of the happening of any Registration DefaultDefault and are intended to constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Issuer's Company’s and the Guarantors’s obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note Note ceases to be covered by an effective Registration Statement a Transfer Restricted Note shall survive until such time as all such obligations with respect to such security Note have been satisfied in full (notwithstanding termination of the this Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 30 Business Days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), the Company hereby agrees, regardless of any Blackout Period then in effect pursuant to Section 4(c) hereof, that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect (it being understood that the Company and the Guarantors shall in no event be required to all pay such Additional Interest for more than one Registration DefaultsDefault at any given time). Following the cure of Such additional interest to be paid pursuant to a Registration Default, the accrual of Default as set forth in this Section 5 is herein referred to as “Additional Interest with respect to such Registration Default will cease and upon Interest.” Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Defaultinterest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Issuer shall pay the All Additional Interest due on accrued pursuant to this Section 5 shall be paid to the Transfer Restricted Notes by depositing with Record Holders entitled thereto, in the paying agent (which shall not be the Issuer for these purposes) manner provided for the Transfer Restricted Notespayment of interest in the Indenture, in truston each Additional Interest Payment Date, as provided 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 other indenture), sums sufficient to pay and the Additional Interest then dueNotes. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate All obligations of the damages that will be suffered by holders of Transfer Restricted Notes by reason of Company and the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Note shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto Company and the Initial Purchaser agree that the Holders of the Exchange Registrable Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer Company fails to perform 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 that Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below: (i) if neither the applicable Exchange Registration Statement is nor the Initial Shelf Registration has been filed on or prior to the Filing Date; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; (iii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed with the Commission on or prior to the date specified herein for such filing, required by Section 3(a); (iiiv) the applicable if an Initial Shelf Registration Statement required by Section 2(c)(2) has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, required by Section 3(a); and/or (iiiv) 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 (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is required to be Consummated hereunderconsummated or (C) if applicable, the Exchange Offer Shelf Registration has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease and such Shelf Registration ceases to be effective or usable in connection with at any time during the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective Effectiveness Period; (each such event referred to in clauses (i) through (iv), v) above is a "Registration Default"), then the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate on the Transfer Restricted Notes will increase ("Additional Interest"), with respect to by .50% during the first 90-day period immediately following the occurrence of such a Registration Default, by 0.25% Default and until it is waived or cured; and the per annum and interest rate will increase by an additional 0.25.25% per annum with respect to for each subsequent 90-day period until such during which the Registration Default has been curedremains uncured, up to a maximum amount additional interest rate of 0.502.0% per annum with respect annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to all Registration Defaults. Following the cure receive Additional Interest as a result of a Registration DefaultDefault pursuant to clause (iii) or (iv), provided, further, that (1) upon the accrual filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or 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 (in the case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest with respect on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to such Registration Default will cease accrue and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rateinterest rate originally borne by the Notes. (b) The Issuer shall notify Notwithstanding the Trustee and paying agent under foregoing, no Additional Interest will be payable with respect to a Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the Indenture (Company issues a notice that the registration statement, or the trustee prospectus contained therein, is unusable, or such notice is required under applicable securities laws to be issued by the Company, and paying agent under the aggregate number of days in any consecutive twelve month period for which all such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall notices have been issued or required to be issued has not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified exceeded 30 days in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Defaultaggregate. (c) The parties hereto agree that Company and the Guarantors shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest provided for in is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 constitutes a reasonable estimate will be payable in cash semi-annually on each March 15 and September 15 (to the Holders of record on the March 1 and September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the damages that will be suffered Registrable Notes, multiplied by holders a fraction, the numerator of Transfer Restricted Notes by reason which is the number of days such Additional Interest rate was applicable during such period (determined on the happening basis of any Registration Defaulta 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. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, Notes will suffer damages if the Issuer fails Company or the Guarantor fail to perform its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Issuer Company and the Guarantor within the time period set forth in Section 2(a) or hereof, (iv) prior to the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with end of the Exchange Offer Registration Period or resales the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional the Exchange Offer Registration Statement covering the Transfer Restricted Notes or the Exchange NotesShelf Registration Statement, as the case may be, which has or proceedings have been filed initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Company and declared effective the Guarantor shall have initiated a suspension period in excess of the periods permitted pursuant to Section 2(d) or 3(d) (each such event referred to in clauses (i) through (ivv), a "“Registration Default"”), then the additional interest rate on with respect to the Transfer Restricted Notes will increase ("“Additional Interest"), ”) will accrue with respect to the first 90-day period immediately following the occurrence of such Registration Default, by Default in an amount equal to 0.25% per annum per $1,000 principal amount of such Notes and will increase by an additional 0.25% per annum with respect to per $1,000 principal amount of such Notes for each subsequent 90-day period until such Registration Default has been cured, up to a an aggregate maximum amount of 0.50Additional Interest of 1.0% per annum with respect to per $1,000 principal amount of Notes for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the accrual of all Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert shall thereafter be the coupon rate. Notwithstanding anything to the original ratecontrary in this Section 4(a), the Company and the Guarantor shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer Company and the Guarantor shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer Company or the Guarantor for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. a.m. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 include the date of the applicable Registration DefaultDefault to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders Holders of Transfer Restricted Notes by reason of the happening of any Registration DefaultDefault and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Issuer's obligations set forth in Additional Interest which has accrued pursuant to this Section 4 and which are is outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive remain outstanding until such time as all such obligations with respect to such security have been satisfied paid in full (notwithstanding termination of this Agreement, Consummation of the AgreementRegistered Exchange Offer or cessation of effectiveness of the Shelf Registration Period).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If either (i) the applicable a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time is not filed with the Commission SEC on or prior to the date specified herein for such filingthat is 90 days after the date of any request from the Majority Holders pursuant to Section 2.01(a), or (ii) the applicable a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time has not been declared effective by the Commission on or prior to the date specified herein for that is 180 days after the date of any such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective request (each such event referred to in clauses (i) through and (iv)ii) above, a "“Registration Default"”), then the additional interest rate shall accrue on the Transfer Restricted Accreted Principal Amount of the Notes will increase at the rate of ("Additional Interest"), with respect to A) 0.25% per annum for each day during the first 90-day period immediately following beginning on, and including, the occurrence of such Registration Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until date such Registration Default has been curedoccurs and on which any Registration Default is continuing, up to a maximum amount of and (B) 0.50% per annum with respect to all for each day thereafter on which any Registration DefaultsDefault is continuing. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. The Company will not be obligated to pay Additional Interest in respect of more than one Registration Default at a time. (b) The Issuer shall notify If the Trustee Shelf Registration Statement is unusable by the Holders for any reason, and paying agent under the Indenture (or aggregate number of days in any consecutive twelve-month period for which the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Shelf Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which Statement shall not be usable exceeds 90 days in the Issuer for these purposes) for aggregate, then additional interest shall accrue on the Transfer Restricted Notes, in trust, for the benefit Accreted Principal Amount of the Holders thereofNotes at the rate of (i) 0.25% per annum for each day during the 90-day period beginning on, prior and including, the 90th day after the date such Shelf Registration Statement first ceases to 11:00 A.M. be usable in such twelve-month period and on which such Shelf Registration Statement shall not be usable, and (ii) 0.50% per annum for each day thereafter on which such Shelf Registration Statement shall not be usable. Upon the next Shelf Registration Statement once again becoming usable, the interest payment date specified in the Indenture (or such other 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 such other indenture) Securities will be reduced to the record holders entitled to receive original interest rate if the interest payment to be made on Issuers are otherwise in compliance with this Agreement at such datetime. Each obligation to pay Additional Interest shall be deemed to accrue from and including computed based on the applicable actual number of days for which the Shelf Registration DefaultStatement is unusable. (c) The parties hereto agree that Issuers shall notify the Trustee within three business days after each and every date (an “Event Date”) for which Additional Interest provided for is payable. Additional Interest shall be payable pursuant to the Indenture in this Section 4 constitutes the same manner as regular interest on the Notes and shall be computed on the basis of a reasonable estimate 360-day year comprised of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).twelve 30-day months

Additional Interest. (a) The parties hereto agree that Company agrees to pay additional interest on the Holders of the Exchange Registrable Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly("ADDITIONAL INTEREST"), in the event that that: (i) the applicable Exchange Offer Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, 60th day following the Issue Date, (ii) the applicable Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, 210th day following the Issue Date, (iii) if the Exchange Offer is required not consummated and the Shelf Registration Statement is not declared effective, in each case, on or prior to be Consummated hereunderthe 240th day following the Issue Date, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or or (iv) the applicable Shelf Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes Section 3(a) or the Exchange Notes, as the case may be, which has been filed and declared effective penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) ), through (iv), a "Registration DefaultREGISTRATION DEFAULT"), then the additional cash interest rate ("ADDITIONAL INTEREST") will accrue on the Transfer Restricted Registrable Notes that are affected thereby. The rate of Additional Interest will increase ("Additional Interest"), with respect to be 0.50% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.50% per annum on the 90th day following such Registration Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50additional interest of 1.00% per annum with respect to annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (x) the date on which all Registration DefaultsDefaults have been cured or (y) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Company (including any Initial Purchaser) without further registration under the Securities Act. Following Notwithstanding the cure foregoing, (A) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (B) a Holder of Registrable Notes who is not entitled to the benefits of the Shelf Registration DefaultStatement (for example, the accrual of a Holder that has not elected to provide required information) shall not be entitled to Additional Interest with respect to such a Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert that pertains to the original rateShelf Registration Statement. In addition, no Additional Interest shall accrue solely as a result of the Company's failure to keep the Shelf Registration Statement effective during the Effectiveness Period pursuant to clause (iii) of the proviso to the second paragraph of Section 3(a). (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) 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 Issuer shall pay the Any amounts of Additional Interest due pursuant to this Section 4 will be payable in addition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date Interest Payment Dates specified in the Indenture (or such other indentureto the holders of record as specified in the Indenture), sums sufficient to pay commencing with the first such interest payment date occurring after any such Additional Interest then due. The Additional Interest due shall commences to accrue notwithstanding that cash interest may not otherwise be payable on such Registrable Notes on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay The amount of Additional Interest shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders determined in a manner consistent with the calculation of Transfer Restricted Notes by reason of interest under the happening of any Registration DefaultIndenture. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable any of such Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the “Effectiveness Target Date”), (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 30 Business Days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement or (iviii) the applicable any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without (in connection with the Exchange Offer or resales of Transfer Restricted Notes each case other than during a period in which it is required to be effective hereunder without Suspension Period) being succeeded immediately by any additional a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Issuers hereby agree that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period (such increase, “Additional Interest”) until such Registration Default has been cured, up to a maximum amount of 0.50but in no event shall such increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with the paying agent (which Securities shall not again be the Issuer for these purposes) for the Transfer Restricted 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 other 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 other indenture) increased pursuant to the record holders entitled to receive foregoing provisions; provided further, that the interest payment to Issuers shall in no event be made on such date. Each obligation required to pay Additional Interest shall be deemed to accrue from and including the applicable for more than one Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate Default at any given time. All obligations of the damages that will be suffered by holders of Transfer Restricted Notes by reason of Issuers and the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of full. Notwithstanding anything to the contrary herein, the increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders due to a Registration Default, so long as the Issuers and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by on or prior to the Issuer within date that is 450 days after the time period set forth in Section 2(a) or (iv) the applicable date hereof or, if a Shelf Registration Statement is filed and required hereunder, a Shelf Registration Statement in accordance with this Agreement has not been declared effective but shall thereafter cease on or prior to (a) the date that is 450 days after the date hereof and (b) the 270th day after the date, if any, on which the Issuers became obligated to file the Shelf Registration Statement, or (ii) if applicable, a Shelf Registration Statement covering resales of the Initial Notes has been declared effective and such Shelf Registration Statement ceases to be effective or usable in connection with the Exchange Offer or Prospectus contained therein ceases to be useable for resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes (a) on more than two occasions of at least 30 consecutive days during the Shelf Effectiveness Period or (b) at any time in any consecutive 12-month period during the Exchange Notes, as the case may be, which has been filed Shelf Effectiveness Period and declared such failure to remain effective or be usable exists for more than 90 days (whether or not consecutive) in any consecutive 12-month period (each such event referred to in clauses clause (i) through or (ivii), a "“Registration Default"”), then the Issuers hereby agree that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to shall be increased by 0.250% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.250.250% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 0.500% per annum with respect to all Registration Defaults(such interest, “Additional Interest”). Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Notes, the interest rate on borne by the relevant Transfer Restricted Notes will revert be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate. (b) The Issuer shall notify , a different Registration Default occurs, the Trustee and paying agent under interest rate borne by the Indenture (or the trustee and paying agent under such other indenture under which any relevant Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not again be the Issuer for these purposes) for the Transfer Restricted 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 other 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 other indenture) increased pursuant to the record holders entitled to receive foregoing provisions. For the interest payment to be made on such date. Each obligation to pay Additional Interest avoidance of doubt, a Registration Default shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding cured with respect to any Exchange Note or Initial Notes when such Initial Notes cease to be Transfer Restricted Note at Notes and the time such note ceases occurrence and continuation of more than one Registration Default shall not result in an increase in the rate of Additional Interest. Notwithstanding the foregoing, a Holder of Initial Notes who is not entitled to be covered by an effective the benefits of a Shelf Registration Statement shall survive until such time not be entitled to any Additional Interest as all such obligations with respect a result of a Registration Default that pertains to such security have been satisfied in full (notwithstanding termination of the Agreement)a Shelf Registration Statement.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in In the event that (ia) the applicable Exchange Offer Registration Statement is not filed with the Commission SEC on or prior to the date specified herein for such filing150th day after the Closing Date, (iib) the applicable Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness 210th day after such obligation arisesthe Closing Date, (iiic) if the Exchange Offer is required not consummated on or prior to be Consummated hereunderthe 255th day after the Closing Date, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (ivd) the applicable Co-Issuers are required by Section 2.2 to file a Shelf Registration Statement Statement, and the Shelf Registration Statement, if required, is filed and not declared effective but shall thereafter cease on or prior to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during 150th day following a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective Shelf Triggering Event (each such event referred to in clauses (ia) through (ivd) above, a “Registration Default”), a "Registration Default"), then the interest rate on borne by the Transfer Restricted Notes will increase Securities shall be increased ("“Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, ”) by 0.25% per annum and upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum with respect to for each subsequent 90-day period until that such Registration Default has been curedAdditional Interest continues to accrue under any such circumstance, up to a provided that the maximum amount of 0.50aggregate increase in the interest rate will in no event exceed 1.00% per annum in each case until the earlier of the date all Registration Defaults are cured, at which time the accrual of Additional Interest will cease and the interest rate will revert to the original rate. Notwithstanding the foregoing, a Holder of Registrable Securities who participated or could have participated in a consummated Exchange Offer shall not, subsequent to the consummation of such Exchange Offer in accordance with the terms of this Agreement, be entitled to Additional Interest with respect to all any failure with respect to a Shelf Registration DefaultsStatement. Following the cure of a all Registration DefaultDefaults, the accrual of Additional Interest with respect to Registration Defaults will cease. If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 45 days in the aggregate (other than as part of a permitted Shelf Suspension Period), then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 45th such date that such Shelf Registration Default Statement ceases to be usable in such twelve-month period (other than as part of a permitted Shelf Suspension Period), which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon the Shelf Registration Statement once again becoming usable, the accrual of Additional Interest will cease and upon the cure of all Registration Defaults the interest rate on borne by the Transfer Restricted Notes will revert be reduced to the original rate. (b) interest rate if the Co-Issuers are otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. Additional Interest shall not accrue or be payable for more than one outstanding Registration Default pursuant to the two preceding paragraphs at any given time. The Issuer Co-Issuers shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three Business Days after each and every Registration Default. The Issuer shall pay the date on which an event occurs in respect of which Additional Interest due on would be required to be paid, notwithstanding the Transfer Restricted Notes application of the immediately preceding sentence (an “Event Date”). Additional Interest shall be paid by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted NotesTrustee, in trust, for the benefit of the Holders thereofof Registrable 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 other 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 other indenture) to the record holders Holder of Registrable Securities entitled to receive the interest payment to be made paid on such datedate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration DefaultEvent Date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in In the event that (i) the applicable Company has not filed the Exchange Offer Registration Statement is not filed or the Shelf Registration Statement with the Commission on or prior to before the date specified herein for on which such filingRegistration Statement is required to be so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) the applicable such Exchange Offer Registration Statement or Shelf Registration Statement has not been 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 date for completion specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section Sections 2(a) and 2(c)(ii), or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective by the Commission under the Act (each such event referred to in clauses (i) through (iv), ) is referred to herein as a "Registration Default"), then the Company shall pay additional interest rate on the Transfer Restricted Notes will increase ("Additional Interest") on the affected Securities or New Securities that will accrue and be payable semiannually on such Securities or New Securities (in addition to the stated interest on such Securities or New Securities) from and including the date such Registration Default occurs to, but excluding, the date on which all Registration Defaults are cured (at which time the interest rate will be reduced to its initial rate). During the time that Additional Interest is accruing, the rate of Additional Interest shall be 0.25% per annum during the first 90-day period, and will increase by 0.25% per annum for each subsequent 90-day period during which any such Registration Default continues; provided, however, the rate of Additional 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 more than one Registration Default at a time. In addition, 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 immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such regardless of the rate of Additional Interest in effect at the time of any prior Registration Default has been cured, up to a maximum amount at the time of 0.50% per annum with respect to all Registration Defaults. Following the cure of a any such prior Registration Default, the accrual of . All Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate shall be calculated on the Transfer Restricted Notes will revert to basis of a 360-day year consisting of twelve 30-day months and shall be payable on the original ratesame semiannual dates as other interest is payable on the Securities. (b) The Issuer shall notify Without limiting the Trustee remedies available to the Initial Purchasers and paying agent the Holders, the 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 and paying agent under such other indenture under Holders for which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall there is no adequate remedy at law, that it will not be the Issuer possible to measure damages for these purposes) for the Transfer Restricted 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 other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening event of any Registration Default. (d) All of such failure, the IssuerInitial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations set forth in this under Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement)2(a) and Section 3(b) hereof.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in In the event that (i) the applicable Issuers and the Guarantors have not filed the Exchange Offer Registration Statement is not filed or the Shelf Registration Statement with the Commission on or prior to before the date specified herein for on which such filingRegistration Statement is required to be so filed pursuant to Section 2(a) and 3(b), respectively, or (ii) the applicable such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or prior to before the date specified herein for on which such effectiveness after such obligation arises, (iii) if the Exchange Offer Registration Statement is required to be Consummated hereunderdeclared effective under the Act pursuant to Section 2(a) or 3(b), respectively, or (iii) the Exchange Offer has not been Consummated by consummated within 210 days after the Issuer within date of issuance of the time period set forth in Section 2(a) Securities, or (iv) the applicable Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or 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 Exchange Offer or resales of Transfer Restricted 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 covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective by the Commission under the Act (each such event referred to in clauses (i) through (iv), ) is referred to herein as a "“Registration Default"”), then the interest rate on the Transfer Restricted Notes New Securities will increase be increased, for the period from the occurrence of the Registration Default until such time as all Registration Defaults are cured ("Additional Interest"), with respect at which time the interest rate will be reduced to its initial rate) by 0.25% per annum during the first 90-day period immediately following the occurrence and during the continuation of such the Registration Default, and by 0.25% per annum and will increase by an additional 0.25% per annum with respect to for each subsequent 90-day period until during which such Registration Default has been cured, up to a maximum amount of 0.50continues. The interest rate will not at any time be increased by greater than 1.00% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rateannum. (b) The Issuer shall notify Without limiting the Trustee remedies available to the Initial Purchasers and paying agent under the Indenture (Holders, the Issuers and the Guarantors acknowledge that any failure by the Issuers or the trustee and paying agent Guarantors to comply with their obligations under such other indenture under Section 2(a) or 3(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall there is no adequate remedy at law, that it will not be the Issuer possible to measure damages for these purposes) for the Transfer Restricted 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 other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted 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 Issuers’ and the Guarantors’ obligations under Section 2(a) or Section 3(b) hereof. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of the Exchange Registrable Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails Issuers fail to perform its 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 each of the event that Issuers 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 (and not cumulative) effect): (i) if (A) neither the applicable Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to (I) the Filing Date, in the case of the Exchange Registration Statement or (II) the later of the Filing Date or the 45th day after delivery of the Shelf Notice in the case of the Initial Shelf Registration, as the case may be, or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed with the Commission on or prior to the date specified herein 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing (x) on the day after the Filing Date, in the case of clause (I), or (y) on the later of the day after the Filing Date or the 46th day after delivery of the Shelf Notice in the case of clause II, as the case may be, or in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such filing45th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the applicable Exchange Registration Statement has nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date or (B) the Issuers are required to file a Shelf Registration and such Shelf Registration is not been declared effective by the Commission on or prior to the 90th day following the date specified herein such Shelf Registration was filed, then, in the case of clause (A), commencing on the day after the Effectiveness Date, or, in the case of clause (B), commencing on the 91st day following the date such Shelf Registration was filed, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such effectiveness after such obligation arises, Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is required on or prior to be Consummated hereunder225 days after the Issue Date, (B) the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with prior to consummation of the Exchange Offer or resales of Transfer Restricted Notes during (C) if applicable, 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 time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after such effective date in the case of (A) above or (y) the day such Exchange Registration Statement covering or Shelf Registration ceases to be effective in the Transfer Restricted case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the Exchange Notesrelevant subclause thereof), as the case may be, which has been filed and declared effective (each such event referred shall cease to in clauses (i) through (iv), a "Registration Default"), then the interest rate on the Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rateaccrue. (b) The Issuer Issuers shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) 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 Issuer 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 the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such other indenturedates), sums sufficient to pay commencing with the Additional Interest then due. The Additional Interest due shall be payable on each first such regular interest payment date specified occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the Indenture (or principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and including the applicable Registration Defaultdenominator of which is 360. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders tent set forth below (each of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not which shall be feasible to ascertain the extent of such damages. Accordingly, in the event that given independent effect): (i) if (A) neither the applicable Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the date specified herein for applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such filing, (ii) the applicable Shelf Registration Statement has is not been declared effective by the Commission filed on or prior to the date specified herein for Filing Date applicable thereto; or (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such effectiveness after Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such obligation arises, Shelf Registration; or (iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is required on or prior to be Consummated hereunder, the Exchange Offer has not been Consummated by 180th day after the Issuer within the time period set forth in Section 2(a) Issue Date or (ivB) the applicable if applicable, a Shelf Registration Statement is filed and has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective or usable in connection with at any time during the Exchange Offer or resales Effectiveness Period (other than such time as all Notes have been disposed of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective thereunder); (each such event referred to in clauses (i) through (iv), iii) above being a "Registration Default")) then, then the interest rate commencing on the Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence date of such Registration Default, by Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date of such Registration Default and will the rate of such Additional Interest shall increase by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until such Registration Default has been curedperiod; provided, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following however, that the cure of a Registration Default, the accrual rate of Additional Interest with that shall accrue on the Notes may not exceed in the aggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to such Registration Default will cease and upon accrue or accumulate, as the case may be. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the interest rate on of Additional Interest for such subsequent Registration Default shall initially be 0.25%, regardless of the Transfer Restricted Notes will revert rate of Additional Interest in effect with respect to any prior Registration Default at the original ratetime of the cure of such Registration Default. (b) The Issuer Issuers shall notify the Trustee (who shall be acting under and paying agent under protected by the Indenture (or terms of the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issuedIndenture) immediately upon the happening of within three business days 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 Issuer shall pay the Any amounts of Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent pursuant to (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other indenturea)(i), sums sufficient to pay the Additional Interest then due. The Additional Interest due (a)(ii) or (a)(iii) of this Section 4 shall be payable in cash semiannually on each interest payment April 15 and October 15 (to the holders of record on the April 1 and October 1 immediately preceding such dates), commencing with the first such date specified occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest by the Indenture (or principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay rate of Additional Interest shall be deemed to accrue from was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and including the applicable Registration Defaultdenominator of which is 360. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails Issuers fail to perform its 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 that Issuers agree 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) if neither (x) the applicable Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 days of the closing date of the Acquisition, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or (ii) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, if the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with the Commission declared effective on or prior to the 360th day following the date specified herein for the filing of such filing, (ii) the applicable Shelf Registration Statement has is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not been declared effective by exceed 1.00% per annum of the Commission on or prior to the date specified herein for principal amount of such effectiveness after such obligation arises, Registrable Notes; or (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Shelf Registration Statement is filed and required by Section 3(a) of this Agreement has been declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in at any time at which it is required to be effective hereunder without being succeeded immediately under this Agreement and such failure to remain effective exists for more than the number of days permitted by any additional the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement covering ceases to be effective that exceeds the Transfer Restricted Notes or number of days permitted by the Exchange Notessecond paragraph of Section 3(a) hereof, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate Additional Interest shall accrue on the Transfer Restricted Registrable Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence at a rate of such Registration Default, by 0.25% per annum of the principal amount of such Notes for the first 90 days from and will increase including such day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum with respect of the principal amount of such Registrable Notes; PROVIDED, HOWEVER, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to all Registration Defaults. Following remain effective (in the cure case of a Registration Defaultparagraph (iii) above), the accrual of Additional Interest with respect shall cease to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rateaccrue. (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) 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") and within one Business Day after such Additional Interest ceases to accrue. The Issuer shall pay the Any amounts of Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent pursuant to (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other indenturea)(i), 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 (a)(ii) or such other indenture(a)(iii) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in of this Section 4 constitutes a reasonable estimate will be payable in cash semiannually on each January 15 and July 15 (to the holders of record on the January 1 and July 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the damages that will be suffered Registrable Notes, multiplied by holders a fraction, the numerator of Transfer Restricted Notes by reason which is the number of days such Additional Interest rate was applicable during such period (determined on the happening basis of any Registration Defaulta 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. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders If any of the Securities are not Freely Tradable Securities by the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof Date and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that either (i) the Exchange Offer has not been Consummated, unless the Exchange Offer shall not be permissible under applicable Registration Statement is not filed with law or Commission policy (in the Commission on or prior reasonable advice of counsel to the date specified herein for such filingCompany), (ii) the applicable any Shelf Registration Statement Statement, if required hereby, has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable any Registration Statement is filed and required by this Agreement has been declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in at any time at which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until (such Registration Default has been curedincrease, up to a maximum amount of 0.50“Additional Interest”), but in no event shall such increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following At the cure earlier of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to, and in the paying agent (which shall not be manner provided by, the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full full. (notwithstanding termination b) A Registration Default shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related Prospectus if (i) the event that would have otherwise been a Registration Default pursuant to clause (a) of this Section 5 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) 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 (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related Prospectus to describe such events; provided, however, that in any of the Agreementcases above, if such event occurs for a period of 90 days, whether or not consecutive, Additional Interest shall be payable in accordance with the above paragraph from the day such event occurred until such Registration Default is cured. (c) Notwithstanding the foregoing, any Registration Default specified in clauses (i) or (ii) of the preceding section (a) that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the Commission. (d) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable additional interest rate by the then outstanding principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360.

Additional Interest. (a) The parties hereto Company and the Initial Purchaser agree that the Holders of the Exchange Registrable Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer Company fails to perform 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 that Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither the applicable Exchange Registration Statement nor the Shelf Registration Statement is not filed with the Commission SEC on or prior to the date specified herein for Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such filing, (ii) the applicable Shelf Registration Statement has is not been declared effective by the Commission filed on or prior to the date specified herein Shelf Filing Date, then commencing on the day after (x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following,(x) the Filing Date, in the case of clause (A) above, or (y) the Shelf Filing Date, in the case of clause (B) above, and such effectiveness Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the SEC or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Shelf Effectiveness Date, then, commencing on the day after (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following (x) the Effectiveness Date, in the case of clause (A) above, or (y) the Shelf Effectiveness Date, in the case of clause (B) above, with such obligation arises, Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is required on or prior to be Consummated hereunder, the 45th day after the date on which the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) Registration Statement was declared effective or (ivB) the applicable if applicable, a Shelf Registration Statement is filed and has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or usable in connection with (y) the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required day such Shelf Registration ceases to be effective hereunder without being succeeded immediately in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on any additional affected Note may not exceed at any one time in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the Exchange Registration Statement covering or a Shelf Registration (in the Transfer Restricted case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes as a result of such clause (or the Exchange Notesrelevant subclause thereof), as the case may be, which has been filed and declared effective (each such event referred shall cease to in clauses (i) through (iv), a "Registration Default"), then the interest rate on the Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rateaccrue. (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) 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 Issuer shall pay the Any amounts of Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent pursuant to (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other indenturea)(i), 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 (a)(ii) or such other indenture(a)(iii) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in of this Section 4 constitutes a reasonable estimate will be payable in cash semi-annually on each March 1 and September 1 (to the holders of record on the February 15 and August 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the damages that will be suffered Registrable Notes, multiplied by holders a fraction, the numerator of Transfer Restricted Notes by reason which is the number of days such Additional Interest rate was applicable during such period (determined on the happening basis of any Registration Defaulta 360-day year consisting of twelve 30-day months) and the denominator of which is 360. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails Issuers fail to perform its 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 that Issuers agree 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) if neither (x) the applicable Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 395 days of the closing date of the Acquisition, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or (ii) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, if the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with the Commission declared effective on or prior to the 395th day following the date specified herein for the filing of such filing, (ii) the applicable Shelf Registration Statement has is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not been declared effective by exceed 1.00% per annum of the Commission on or prior to the date specified herein for principal amount of such effectiveness after such obligation arises, Registrable Notes;or (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Shelf Registration Statement is filed and required by Section 3(a) of this Agreement has been declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in at any time at which it is required to be effective hereunder without being succeeded immediately under this Agreement and such failure to remain effective exists for more than the number of days permitted by any additional the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement covering ceases to be effective that exceeds the Transfer Restricted Notes or number of days permitted by the Exchange Notessecond paragraph of Section 3(a) hereof, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate Additional Interest shall accrue on the Transfer Restricted Registrable Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence at a rate of such Registration Default, by 0.25% per annum of the principal amount of such Notes for the first 90 days from and will increase including such day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum with respect of the principal amount of such Registrable Notes; PROVIDED, HOWEVER, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to all Registration Defaults. Following remain effective (in the cure case of a Registration Defaultparagraph (iii) above), the accrual of Additional Interest with respect shall cease to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rateaccrue. (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) 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") and within one Business Day after such Additional Interest ceases to accrue. The Issuer shall pay the Any amounts of Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent pursuant to (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other indenturea)(i), 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 (a)(ii) or such other indenture(a)(iii) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in of this Section 4 constitutes a reasonable estimate will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the damages that will be suffered Registrable Notes, multiplied by holders a fraction, the numerator of Transfer Restricted Notes by reason which is the number of days such Additional Interest rate was applicable during such period (determined on the happening basis of any Registration Defaulta 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. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable Registration Statement Exchange Offer has not been Consummated before 271 days after the Closing Date (or if the 270th day is not filed with a Business Day, the Commission on or prior to the date specified herein for such filingnext succeeding Business Day), (ii) the applicable Company and the Guarantors are obligated to file a Shelf Registration Statement pursuant to Section 4 hereof and the Shelf Registration Statement has not been declared effective by the Commission on before 121 days after the Shelf Obligation Trigger Date (or prior to if the date specified herein for such effectiveness after such obligation arises120th day is not a Business Day, the next succeeding Business Day), or (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable 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 Exchange Offer exchange or resales resale of Transfer Restricted Notes during a Securities for the period specified in which it is required to be effective hereunder Section 3 or 4 of this Agreement, as applicable, without being succeeded immediately reasonably promptly by any additional a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes that cures such failure and that is itself immediately declared or the Exchange Notes, as the case may be, which has been filed and declared automatically effective (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increases exceed 1.00% per annum with respect to all Registration Defaults(any such increase or, if applicable, the aggregate amount of such increases in interest rate, “Additional Interest”). Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issuedSecurities; 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. Notwithstanding the foregoing, (i) immediately upon the happening amount of each and every Registration Default. The Issuer shall pay the Additional Interest due on the payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Notes by depositing with Securities that is not entitled to the paying agent benefits of the Shelf Registration Statement (which because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit Shelf Registration Statement. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable Exchange Offer Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingthat is 270 days following the Closing Date, (ii) the applicable Shelf Registration Statement has not been filed with the Commission on or prior to the Shelf Filing Deadline, (iii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the date that is 330 days following the Closing Date (the “Effectiveness Target Date”), (iv) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin clause (y) of Section 4(a) hereof, (iiiv) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by on or prior to the Issuer within date that is 360 days following the time period set forth in Section 2(a) Closing Date or (ivvi) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivvi), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable an Exchange Offer Registration Statement is required pursuant to Section 3(a) and the Exchange Offer is not Consummated within 45 days after the Effectiveness Target Date; or (ii) following the Effectiveness Target Date, a Shelf Registration Statement is required pursuant to Section 4(a)(x) and such Shelf Registration Statement (x) is not filed with the Commission on or prior to the date specified herein for such filingapplicable Shelf Filing Deadline, (iiy) the applicable Registration Statement has does not been declared become effective by the Commission on or prior to the date specified herein for such effectiveness 90th day after such obligation arisesthe Shelf Filing Deadline, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (ivz) the applicable Registration Statement is filed and declared becomes effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required corresponding Prospectus fails to be usable for its intended purpose at any time during the Shelf Registration Period, and such failure to remain effective hereunder without being succeeded immediately by or usable exists for more than 45 days consecutive days and up to 120 days in the aggregate, in each case in any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective 12-month period (each such event referred to in the foregoing clauses (i) through or (ivii) a “Registration Default”), a "Registration Default"), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following Notwithstanding the cure foregoing, immediately following the earliest of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities and (y) the date on which there are no outstanding Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issuedSecurities; 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. Notwithstanding the foregoing, (i) immediately upon the happening amount of each and every Registration Default. The Issuer shall pay the Additional Interest due on the payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Notes by depositing with Securities that is not entitled to the paying agent benefits of the Shelf Registration Statement (which because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit Shelf Registration Statement. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails Company and the Guarantors fail to perform its fulfill their obligations under Section 2 3 or Section 3 4 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Transfer Restricted Securities (“Additional Interest”) if, as of the applicable time limits provided for in the event that this Agreement, (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated or (ii) any Shelf Registration Statement, if required hereby, has not been declared effective (or has not automatically become effective) by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective Commission (each such event referred to in clauses (i) through and (ivii), a "“Registration Default"”), then . The Additional Interest shall accrue after such Registration Default on the interest rate on principal amount of the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities at a rate of 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default, 400th day after the Closing Date and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period, in each case for the period until such Registration Default has been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to but in no event shall such Registration Default will cease and upon increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities (for the avoidance of doubt, a Registration Default may be cured if the Exchange Offer is Consummated or a required Shelf Registration Statement is declared effective (or has automatically become effective), as applicable, after the required deadline under this Agreement), the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issuedSecurities; 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. Notwithstanding the foregoing, (i) immediately upon the happening amount of each and every Registration Default. The Issuer shall pay the Additional Interest due on the payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Notes by depositing with the paying agent (which Securities shall not be the Issuer for these purposesentitled to Additional Interest with respect to a Registration Default pursuant to clause (ii) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereofpreceding paragraph, prior unless it is entitled to 11:00 A.M. on the next interest payment date specified in the Indenture (or benefits of such other indentureShelf Registration Statement pursuant to Section 4(a) and has complied with its obligations pursuant to Section 4(b), sums sufficient to pay within the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest time limits provided for in this Section 4 constitutes a reasonable estimate therein. All obligations of the damages that will be suffered by holders of Transfer Restricted Notes by reason of Company and the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that If the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Shelf Registration Statement is (x) does not filed with the Commission become effective on or prior to the date specified herein for such filingEffectiveness Target Date, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (ivy) the applicable Registration Statement is filed and declared becomes effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required corresponding Prospectus fails to be usable for its intended purpose at any time during the Shelf Registration Period, and such failure to remain effective hereunder without being succeeded immediately by or usable exists for more than 60 days (whether or not consecutive) in any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective 12-month period (each such event referred to in the foregoing clauses (ix) through or (ivy) a “Registration Default”), a "Registration Default"), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure earliest of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which there are no outstanding Transfer Restricted Securities and (z) the date that is two and one half years after the Release Date, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, the amount of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which payable shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit increase because more than one Registration Default has occurred and is pending. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. If either (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Offer Registration Statement is has not been filed with within 75 days after the Commission on Closing Date, the Exchange Offer has not been Consummated by the Exchange Date or prior to the date specified herein for such filinga Shelf Registration Statement, (ii) the applicable Registration Statement if required hereby, has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth filing in Section 2(a) this Agreement or (ivb) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (ia) through and (ivb), a "“Registration Default"”), then the Issuer and the Guarantors hereby agree that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by $0.05 per week per $1,000 principal amount of Transfer Restricted Securities during the first 90-day period immediately following the occurrence of such any Registration Default, by 0.25% per annum Default and will shall increase by an additional 0.25% $0.05 per annum with respect to week per $1,000 principal amount at the end of each subsequent 90-day period until (such Registration Default has been curedincrease, up to a maximum “Additional Interest”, but in no event shall the total of all such increases exceed $0.30 per week per $1,000 principal amount of 0.50% per annum with respect to all Registration DefaultsTransfer Restricted Securities). Following At the cure earlier of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate. (b) The Issuer , a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall notify again be increased pursuant to the Trustee and paying agent under foregoing provisions. All references in the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay to “interest” include the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notespayable pursuant to this Section 5, 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 other 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 other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay and all accrued Additional Interest shall be deemed payable to accrue from and including the applicable Registration Default. (c) The parties hereto agree that Holders entitled thereto, in the Additional Interest manner provided for the payment of interest in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Indenture, as more fully set forth in this Section 4 which the Indenture and the Securities. All obligations of the Issuer and the Guarantors set forth in the preceding paragraphs that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note Transfer Restricted Security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Transfer Restricted Security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto If any Registration Default shall occur, the Issuers hereby agree that the Holders of the Exchange Notes or interest rate borne by the Transfer Restricted Notes, as Securities shall be increased by 0.25% per annum during the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate on the Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as “Additional Interest.” (b) Registration Defaults shall be cured on the date that (i) the Initial Securities are freely tradeable (by Persons other than Affiliates of the Company) pursuant to Rule 144 under the Securities Act and the restrictive legend on the Initial Securities has been cured, up to a maximum amount of 0.50% per annum removed (other than with respect to all Persons that are Affiliates of the Company), (ii) the Exchange Offer has been Consummated (provided that this clause (ii) shall not cure a Registration DefaultsDefault if a Shelf Registration Statement is required to be filed pursuant to clause (i), (iii) or (iv) of the first paragraph of Section 4(a)) or (iii) a Shelf Registration Statement is declared (or automatically becomes) effective under the Securities Act. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities in accordance with this Section 5(b), Additional Interest will cease to accrue and the interest rate on the Transfer Restricted Notes Securities will revert to the original rate. (b) The Issuer shall notify ; provided, however, that, if after the Trustee and paying agent under date such Additional Interest ceases to accrue, another Registration Default occurs, Additional Interest will again commence accruing on the Indenture (or the trustee and paying agent under such other indenture under which any relevant Transfer Restricted Notes are issued) immediately upon Securities pursuant to the happening of each and every Registration Defaultforegoing provisions. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which Issuers shall not be the Issuer for these purposes) for the Transfer Restricted 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 other 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 other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation required to pay Additional Interest shall be deemed to accrue from and including the applicable for more than one Registration DefaultDefault at any given time. (c) The parties hereto agree that the All Additional Interest accrued pursuant to this Section 5 shall be paid in the manner provided for in this Section 4 constitutes a reasonable estimate the Indenture. All obligations of the damages that will be suffered by holders of Transfer Restricted Notes by reason of Issuers and the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which 5(a) that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree Indenture executed in connection with the Securities will provide that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that either (ia) the applicable Exchange Offer Registration Statement is not filed with the Commission SEC on or prior to 180 days after the date specified herein for such filinghereof, (iib) the applicable Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to 270 days after the date specified herein for such effectiveness after such obligation arises, hereof or (iiic) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable consummated and a Shelf Registration Statement is filed and not declared effective but shall thereafter cease effective, in both cases, on or prior to be effective or usable in connection with 300 days after the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective date hereof (each such event referred to in clauses (ia) through (ivc) above, a “Registration Default”), a "Registration Default"), then the interest rate on borne by the Transfer Restricted Notes will increase Securities shall be increased ("“Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, ”) by 0.25% per annum and upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% 25 basis points per annum with respect each three month period that such Additional Interest continues to each subsequent 90-day period until accrue under any such Registration Default has been curedcircumstance, up to a provided that the maximum amount of 0.50% aggregate increase in the interest rate will in no event exceed 50 basis points per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. . The Company will not be obligated to pay Additional Interest in respect of more than one default at a time. If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 90 days in the aggregate, then the interest rate borne by the Securities will be increased by 25 basis points per annum of the principal amount of the Securities for the first three month period (bor portion thereof) beginning on the 90th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period, which rate shall be increased by an additional 25 basis points per annum of the principal amount of the Securities at the beginning of each subsequent three month period, provided that the maximum aggregate increase in the interest rate will in no event exceed 50 basis points per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Securities will be reduced to the original interest rate if the Issuer is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each three month period in which the Shelf Registration Statement is unusable. The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three business days after each and every Registration Default. The Issuer shall pay the date on which an event occurs in respect of which Additional Interest due on is required to be paid (an “Event Date”). Additional Interest will be payable in cash or in the Transfer Restricted Notes by depositing with form of PIK interest in the paying agent (which shall not be same proportion the Issuer for these purposes) for the Transfer Restricted 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 other indenture), sums sufficient has elected to pay PIK interest with respect to the Additional Interest then dueapplicable interest period. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders Holder of Registrable Securities entitled to receive the interest payment to be made paid on such datedate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration DefaultEvent Date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders If any of the Exchange Notes or the Transfer Restricted Notes, as Securities remain outstanding on the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof Exchange Date and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that either (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within Exchange Date; (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission during the time period set forth specified in Section 2(a4(a)(y) or (iviii) the applicable except as contemplated by Section 6(d) hereof, any Registration Statement is filed and required by this Agreement has been declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in at any time at which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following At the cure earlier of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities cease to be outstanding, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Company set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of “additional interest” as set forth in this Section 5 shall be the Agreement).only remedy available to Holders for any Registration Default

Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of the Exchange Registerable Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails Issuers fail to perform its 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 that Issuers agree to pay, as liquidated damages, additional interest on the Notes (i“Additional Interest”) under the applicable Registration Statement is not filed with the Commission on or prior circumstances and to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period extent set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective below (each such event referred to of which shall be given independent effect) (it being understood that the Additional Interest provided for in this section shall be the sole remedy at law for the matters set forth in clauses (i) through (iv)iii) below; provided, however, that nothing contained herein shall prevent the Holders of a "Registration Default"), then majority of Registrable Notes from seeking specific performance of the interest rate on the Transfer Restricted Notes will increase ("Additional Interest"), Issuers’ obligations with respect to such matters): (i) if (A) neither the first 90-Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the date that is 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day period immediately following after such 90th day or such Filing Date, Additional Interest shall accrue on the occurrence principal amount of such Registration Default, by the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and will such Additional Interest rate shall increase by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until period; or (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the date that is 180 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration Default has been curedis not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, up to a maximum then, commencing on the day after such 180th day or such Effectiveness Date, Additional Interest shall accrue on the principal amount of 0.50the Securities at a rate of 0.25% per annum for the first 90 days immediately following such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 220th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 221st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration which had ceased to remain effective (in the case of clause(a)(iii)(B) of this Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue; provided, further, however, that notwithstanding the foregoing provisions of this Section 4(a), Additional Interest shall not be payable if effectiveness of a Shelf Registration ceased solely as a result of (i) the filing of a post-effective amendment to such Shelf Registration to incorporate annual audited financial information with respect to all Registration Defaults. Following the cure of a Registration DefaultIssuers required pursuant to rules or regulations promulgated by the Commission where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (ii) other material events, the accrual of Additional Interest with respect to the Issuers that would need to be described in such Shelf Registration Default will cease Statement or related prospectus and upon the cure of all Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Defaults the interest rate or related prospectus to describe such events; provided, that in any case if such a Shelf Registration is not declared effective on the Transfer Restricted Notes will revert to thirtieth day after effectiveness ceased, Additional Interest shall be payable from the original rateday following such 30-day period until the date on which such Shelf Registration is declared effective. (b) The Issuer Issuers shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three business days 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 Issuer shall pay the Any amounts of Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent pursuant to clauses (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other indenturea)(i), 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 (a)(ii) or such other indenture(a)(iii) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in of this Section 4 constitutes a reasonable estimate will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the damages that will be suffered Registrable Notes, multiplied by holders a fraction, the numerator of Transfer Restricted Notes by reason which is the number of days such Additional Interest rate was applicable during such period (determined on the happening basis of any Registration Defaulta 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. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If: (i) at any time during the applicable Registration Statement is not filed with the Commission on or prior to six-month period beginning on, and including, the date specified herein for such filingwhich is six months after the last date on which any Securities are originally issued under this Indenture, (iiA) the applicable Registration Statement has not been declared effective by the Commission on Company fails to timely file any document or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which report that it is required to be effective hereunder without being succeeded immediately file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or (B) the Securities are not otherwise freely tradable by any additional Registration Statement covering Holders who are not Affiliates of the Transfer Restricted Notes Company (as a result of restrictions pursuant to U.S. securities law or the Exchange Notesterms of this Indenture or the Securities), or (ii) as of the case may bedate that is one year after the last date on which any Securities are originally issued under this Indenture, which the Restrictive Legend on the Securities has not been filed and declared effective removed or the Securities are not otherwise freely tradable by Holders who are not Affiliates of the Company (without restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities) (each such event referred to in clauses (i) through and (ivii), a "Registration “Restricted Transfer Default"”), and the Company has not cured any such Restricted Transfer Default by the date that is 14 calendar days following the occurrence of such Restricted Transfer Default (such date, the “Restricted Transfer Triggering Date”), then the interest rate Company will be required to pay Additional Interest in cash on the Transfer Restricted Notes Securities. Additional Interest on the Securities will increase ("Additional Interest"), accrue with respect to the first 90-day period immediately (or portion thereof) following the occurrence of such Registration Default, by Restricted Transfer Triggering Date for each day that a Restricted Transfer Default is continuing at a rate equal to 0.25% per annum and of the principal amount of Securities, which rate will increase by an additional 0.25% per annum with respect to of the principal amount of the Securities for each subsequent 90-day period (or portion thereof) while a Restricted Transfer Default is continuing until such Registration Default has all Restricted Transfer Defaults have been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaultsof the principal amount of the Securities. Following the cure of a Registration Defaultall Restricted Transfer Defaults, the accrual of Additional Interest with respect to such Registration Default arising from Restricted Transfer Defaults will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original ratecease. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing payable in accordance with the paying agent (which shall not be the Issuer for these purposesSection 8.16(a) for the Transfer Restricted 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 other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable in arrears on each Interest Payment Date for the Securities following accrual in the same manner as regular interest payment date specified by on the Indenture (or such other indenture) to the record holders 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 applicable Registration DefaultSecurities. (c) The parties hereto agree that Notwithstanding the foregoing, if the Restrictive Legend on the Securities has not been removed pursuant to Section 2.18 or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Company shall have the right to designate an effective shelf registration statement for the resale by the Holders of the Securities or holders of any shares of Common Stock issuable upon conversion of the Securities. Additional Interest provided shall not accrue for in this Section 4 constitutes a reasonable estimate each day on which such registration statement remains effective and usable by Holders for the resale of the damages that will Securities or any shares of Common Stock. Any such registration shall be suffered by holders of Transfer Restricted Notes by reason of effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the happening of any Registration DefaultSecurities Act. (d) All During the period of one year after the last date on which any of the Issuer's obligations set forth Securities are originally issued, the Company will not, and will not permit any of its “affiliates” (as defined in this Section 4 which are outstanding with respect to Rule 144 under the Securities Act) to, resell any Exchange Note or Transfer Restricted Note at of the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security Securities that have been satisfied in full (notwithstanding termination reacquired by any of the Agreement)them.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable Registration Statement is Exchange Offer has not filed with the Commission on or been Consummated prior to the date specified herein for 270th day after the Closing Date (or if such filing270th day is not a Business Day, the next succeeding Business Day), (ii) the applicable any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified herein for 30th day after the Shelf Filing Deadline (or if such effectiveness after such obligation arises30th day is not a Business Day, the next succeeding Business Day) or (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the at any time period set forth in Section 2(a) or (iv) the applicable such Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required fail to be effective hereunder usable for its intended purpose (except as permitted in Section 5(b) hereof) without being succeeded immediately by any additional a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until (any such Registration Default has been curedincreased interest, up to a maximum amount of “Additional Interest”), but in no event shall such increase exceed 0.50% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full full. (notwithstanding termination b) Notwithstanding anything to the contrary in Section 5(a), for one or more periods of up to 60 days in the aggregate in any 12-month period (each a “Suspension Period”), a Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to any Registration Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information or other information required by the Commission 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 existence of any fact of the Agreementkind described in Section 6(c)(iii)(D) hereof (including, for the avoidance of doubt, the existence of any material event with respect to the Company or any of its subsidiaries 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 as reasonably practicable and in good faith to amend or supplement such Registration Statement and related Prospectus to describe such events.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, Notes will suffer damages if the Issuer fails Issuers fail to perform its fulfill their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that either (i) the applicable Registration Statement Registered Exchange Offer is not filed with completed (other than in the Commission event the Issuers file a Shelf Registration Statement) or (ii) the Shelf Registration Statement, if required hereby, is not declared effective, in either case on or prior to 180 days after the date specified herein for such filing, Issue Date (ii) the applicable “Target Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (ivDate”), a "Registration Default"), then the interest rate on the Transfer Restricted Notes will increase be increased by ("Additional Interest"), with respect to x) 0.25% per annum for the first 90-day period immediately following the occurrence of such Target Registration Default, by 0.25% per annum Date and will increase by (y) an additional 0.25% per annum with respect thereafter in each case until the Registered Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the Commission or the Notes cease to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the constitute Transfer Restricted Notes will revert to the original rateNotes. (b) If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable at any time during the Shelf Registration Period (as a result of the issuance by the Issuers of a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction, the issuance by the Issuers 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 any twelve-month period, then the interest rate on Notes that constitute Transfer Restricted Notes will be increased (commencing on the 61st day in such twelve-month period) by (x) 0.25% per annum for the first 90-day period immediately following such 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum thereafter, which additional interest shall cease to accrue on such date that the Shelf Registration Statement has again been declared effective or the prospectus 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, additional interest will again accrue pursuant to the foregoing provisions. (c) The Issuer Issuers shall notify the Trustee and the paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) 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 Issuer Issuers shall pay the Additional Interest additional interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall may not be any of the Issuer Issuers for these purposes) for the Transfer Restricted 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 other 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 other indenture) and the Notes to the record holders holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest 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 4 constitutes 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by holders Holders of 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, (ii) each Note until the date on which it has been registered under the Securities Act and disposed of in accordance with the Issuer's Shelf Registration Statement or (iii) each Note until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 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 4 which are outstanding with respect 1 or failed to any Exchange Note or Transfer Restricted Note at provide the time such note ceases information required to be covered provided by an effective Registration Statement shall survive until such time as all such obligations with respect it, if any, pursuant to such security have been satisfied in full (notwithstanding termination of the AgreementSection 4(n).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer Company within the time period set forth in Section 2(a) this Agreement, or (iv) the applicable any Registration Statement required by Sections 3 and 4 of this Agreement is filed and declared effective but thereafter the Commission shall thereafter cease to be effective or usable in connection with have issued a stop order suspending the effectiveness of the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange NotesShelf Registration Statement, as the case may be, which has or proceedings have been filed and declared effective initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Securities Act (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to in the aggregate for all Registration DefaultsDefaults (as applicable, the “Additional Interest”). Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Company set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. If (ai) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable file an Exchange Offer Registration Statement is not filed or the Shelf Registration Statement with respect to the Commission Registrable Securities (other than the Private Exchange Securities, if issued) on or prior to before the date specified herein for such filing, (ii) the applicable Exchange Offer Registration Statement has or the Shelf Registration Statement is not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness after such obligation arises(the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer has not been Consummated by within 45 days of the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement, or (iv) the applicable Exchange Offer Registration Statement is or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange NotesSecurities, as the case may be, which has been filed and declared effective during the periods specified herein (each such event referred to in clauses (i) through (iv)) above, a "“Registration Default"”), then the interest rate on borne by the Transfer Restricted Notes will increase Registrable Securities ("other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest"”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase annum, such interest rate increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until such (or portion thereof) while a Registration Default has is continuing until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual rate of Additional Interest with respect of 1.00% per annum. Upon (1) 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), (2) 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), (3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to such be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default will described in such clause shall cease to accrue (but any accrued amount shall be payable) and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will Securities shall revert to the original rate. (b) rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three Business Days after each and every Registration Default. The Issuer shall pay the date on which an event occurs in respect of which Additional Interest due on the Transfer Restricted Notes is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted NotesTrustee, in trust, for the benefit of the Holders thereofof Securities (other than Private Exchange Securities, prior to 11:00 A.M. if issued) on or before the next applicable semi-annual interest payment date specified date, immediately available funds in the Indenture (or such other 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 other indenture) to the record holders Holder of Securities entitled to receive the interest payment to be made paid on such datedate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration DefaultEvent Date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement is Statements required by this Agreement are not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any such Registration Statement has not been declared effective by the Commission on or prior to the date that is specified herein for such effectiveness after such obligation arisesin this Agreement (the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by on or prior to the Issuer within date that is 180 days following the time period set forth in Section 2(a) Closing Date, or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable Exchange Offer has not been Consummated (and a Shelf Registration Statement is has not filed been filed) within 365 days after the Closing Date with the Commission on or prior respect to the date specified herein for such filingExchange Offer Registration Statement, (ii) the applicable any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, in this Agreement or (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fails to be usable in connection with the Exchange Offer or resales of Transfer Restricted Notes for its intended purpose at any time (except during a Suspension Period) during the applicable period specified in which it is required to be effective hereunder Section 4(a) without being succeeded immediately by any additional a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then as liquidated damages for such Registration Default, the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, (such Registration Default has been curedincreases, up to a maximum amount of 0.50“Additional Interest”), but in no event shall such increases exceed 1.00% per annum with respect in the aggregate. Any amounts of Additional Interest due pursuant to all Registration Defaultsthis Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record of Transfer Restricted Securities on the relevant regular record date. Following As of the earlier of (x) the cure of a all Registration DefaultDefaults relating to any particular Transfer Restricted Securities and (y) the particular Transfer Restricted Securities having ceased to be Transfer Restricted Securities, the accrual of Additional Interest shall cease and 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. Additional Interest will accrue and be payable only with respect to such a single Registration Default will cease and upon at any given time, notwithstanding the cure of all fact that multiple Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under may exist at such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Defaulttime. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit accrual of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed the sole and exclusive remedy available to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders Holders of Transfer Restricted Notes by reason of the happening of Securities for any Registration Default. (d) , and a Registration Default shall not constitute a default under the Indenture. All obligations of the Issuer's obligations Company and the Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. AccordinglyIf, in accordance with the event that terms of this Agreement, (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 210 days after the Issuer within the time period set forth in Section 2(a) Closing Date or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until (such Registration Default has been curedincreases, up to a maximum amount of 0.50“Additional Interest”), but in no event shall such increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual Any amounts of Additional Interest with respect due pursuant to such Registration Default this Section 5 will cease and upon be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full full. Notwithstanding the foregoing, (notwithstanding termination i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Transfer Restricted Securities that has not provided the Agreement)information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. (a) The parties hereto agree that the Holders If any of the Securities are not Freely Tradable Securities by the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof Date and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that either (i) the applicable Registration Statement is Exchange Offer has not filed with the Commission on or prior to the date specified herein for such filingbeen Consummated, (ii) the applicable any Shelf Registration Statement Statement, if required hereby, has not been declared effective by the Commission on within the required time frame or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable any Registration Statement is filed and required by this Agreement has been declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in at any time at which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until (such Registration Default has been curedincrease, up to a maximum amount of “Additional Interest”), but in no event shall such increase exceed 0.50% per annum with respect to all Registration Defaultsannum. Following At the cure earlier of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Affiliates of the Company shall be prohibited from acquiring the Notes by depositing with and, if an affiliate of the paying agent (which shall not be Company does acquire the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for neither it nor its transferees shall be entitled to the benefit benefits of such Additional Interest. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full full. Notwithstanding the foregoing, (notwithstanding termination i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Agreement)Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 30 Business Days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), the Company hereby agrees, regardless of any Blackout Period then in effect pursuant to Section 4(c) hereof, that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Initial Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect (it being understood that the Company and the Guarantors shall in no event be required to all pay such Additional Interest for more than one Registration DefaultsDefault at any given time). Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as “Additional Interest”. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Initial Securities, the interest rate on borne by the Transfer Restricted Notes relevant Initial Securities will revert be reduced to the original interest rate borne by such Initial Securities; provided, however, that, if after any such reduction in interest rate. (b) The Issuer , a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall notify again be increased pursuant to the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Defaultforegoing provisions. The Issuer shall pay the All Additional Interest due on accrued pursuant to this Section 5 shall be paid to the Transfer Restricted Notes by depositing with Record Holders entitled thereto, in the paying agent (which shall not be the Issuer for these purposes) manner provided for the Transfer Restricted Notespayment of interest in the Indenture, in truston each Additional Interest Payment Date, as provided 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 other indenture), sums sufficient to pay and the Additional Interest then dueInitial Notes. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate All obligations of the damages that will be suffered by holders of Transfer Restricted Notes by reason of Company and the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If: (i) at any time during the applicable Registration Statement is not filed with the Commission on or prior to six-month period beginning on, and including, the date specified herein for such filingwhich is six months after the last date on which any Securities are originally issued under this Indenture, (iiA) the applicable Registration Statement has not been declared effective by the Commission on Company fails to timely file any document or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which report that it is required to be effective hereunder without being succeeded immediately file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or (B) the Securities are not otherwise freely tradable by any additional Registration Statement covering Holders who are not Affiliates of the Transfer Restricted Notes Company (as a result of restrictions pursuant to U.S. securities law or the Exchange Notesterms of this Indenture or the Securities), or (ii) as of the case may bedate that is one year after the last date on which any Securities are originally issued under this Indenture, which the Restrictive Legend on the Securities has not been filed and declared effective removed or the Securities are not otherwise freely tradable by Holders who are not Affiliates of the Company (without restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities) (each such event referred to in clauses (i) through and (ivii), a "Registration “Restricted Transfer Default"”), and the Company has not cured any such Restricted Transfer Default by the date that is 14 calendar days following the occurrence of such Restricted Transfer Default (such date, the “Restricted Transfer Triggering Date”), then the interest rate Company will be required to pay Additional Interest in cash on the Transfer Restricted Notes Securities. Additional Interest on the Securities will increase ("Additional Interest"), accrue with respect to the first 90-day period immediately (or portion thereof) following the occurrence of such Registration Default, by Restricted Transfer Triggering Date for each day that a Restricted Transfer Default is continuing at a rate equal to 0.25% per annum and of the principal amount of Securities, which rate will increase by an additional 0.25% per annum with respect to of the principal amount of the Securities for each subsequent 90-day period (or portion thereof) while a Restricted Transfer Default is continuing until such Registration Default has all Restricted Transfer Defaults have been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate principal amount of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).the

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable any Shelf Registration Statement is required by this Agreement has not been filed with the Commission on or prior to the date specified herein for such filingShelf Filing Deadline, (ii) the applicable any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission (or become effective automatically) on or prior to the date specified herein for such effectiveness after such obligation arisesin Section 4(a) of this Agreement, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) Exchange Date or (iv) the applicable any Shelf Registration Statement required by this Agreement is filed and declared effective but but, at any time prior to the date which is two and one half years after the Closing date (or such earlier date when all the Transfer Restricted Securities covered by such Registration Statement have been sold pursuant to such Registration Statement), shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective (each effective(each such event referred to in clauses (i) through (iv), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase Securities shall be increased ("such increased interest, the “Additional Interest"), with respect to ”) by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until such Registration Default has been curedperiod, up to a maximum amount of 0.50but in no event shall the total interest rate payable exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure and the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities prior to the happening of each and every Registration Default. The Issuer shall pay the ; provided, however, that, if after any such Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notesceases to accrue, in trusta different Registration Default occurs, 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 other 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 other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed again accrue pursuant to accrue from and including the applicable Registration Default. (c) The parties hereto agree that foregoing provisions. For the avoidance of doubt, Additional Interest provided shall accrue for in this Section 4 constitutes a reasonable estimate of the damages Registration Default that will be suffered by holders of Transfer Restricted Notes occurs by reason of the happening of any Registration Default. (d) an Exchange Offer Blackout Period or a Shelf Blackout Period. All obligations of the Issuer's obligations Company and the Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full full. Notwithstanding the foregoing, (notwithstanding termination i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Agreement)Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in In the event that (i) the applicable Exchange Offer Registration Statement is has not been filed with the Commission SEC on or prior to the date specified herein for such filing30th calendar day after the Closing Time, (ii) the applicable Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the date specified herein for such effectiveness 135th calendar day after such obligation arisesthe Closing Time, (iii) if the Exchange Offer is required not consummated on or prior to be Consummated hereunderthe 165th calendar day after the Closing Time, (iv) if a Shelf Registration Event shall have occurred and if the Shelf Registration Statement is not declared effective on or prior to the 165th calendar day after the Closing Time or (v) the Exchange Offer has not been Consummated by Registration Statement or the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Shelf Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with during the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective specified herein (each such event referred to in clauses (i) through (ivv), a "Registration Default"), then the interest rate on borne by the Transfer Restricted Securities or Exchange Notes will increase which are Registrable Securities shall be increased (the "Additional Interest"), with respect to ) by one-quarter of one percent (0.25%) per annum for the first 90-day period immediately following after the occurrence of first such Registration Default, . The interest rate borne by 0.25% per annum and will such Registrable Securities shall increase by an additional one-quarter of one percent (0.25% %) per annum with respect to for each subsequent 90-day period period, in each case, until such Registration Default has been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults have been cured (provided that in the interest rate on event the Transfer Restricted Notes will revert to Company has abandoned the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit Exchange Offer because of the Holders thereofcircumstances described in Section 2(b)(i) or Section 2(b)(ii) hereof, prior to 11:00 A.M. on then the next interest payment date specified in effectiveness of the Indenture (or such other 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 other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest Shelf Registration Statement shall be deemed to accrue from and including the applicable a cure of such Registration Default. (c) The parties hereto agree Defaults); provided, that the Additional Interest provided for aggregate increase in such interest rate pursuant to this Section 4 constitutes a reasonable estimate 2(e) will in no event exceed one percent (1.00%) per annum. Notwithstanding any of the damages above, it is understood that will additional interest pursuant to a Registration Default under clause (v) above, as such clause (v) relates to an Exchange Offer Registration Statement, shall only be suffered by holders of Transfer Restricted Notes by reason payable to a Participating Broker-Dealer that holds Registrable Securities subject to a prospectus delivery requirement; provided, that such a Registration Default may only be deemed to be occurring during the period following the 135th day after Closing Time until, subject to an extension of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).relevant 180 day period pursuant to

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable Exchange Offer Registration Statement is not filed with the Commission on or prior to the date specified herein for such filingwithin 365 days after November 10, 2012, (ii) the applicable Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to November 10, 2013 (the date specified herein for such effectiveness after such obligation arises“Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 45 Business Days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) or Exchange Offer Registration Statement, (iv) the applicable Shelf Registration Statement has not been declared effective 150 days after any obligation to file the Shelf Registration Statement pursuant to this Agreement or (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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivv), a "“Registration Default"”), then the Issuer and the Guarantors hereby agree the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be foregoing provisions. All obligations of the Issuer for these purposes) for and the Transfer Restricted 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 other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Transfer Restricted Security shall have been satisfied in full (notwithstanding termination full. Notwithstanding anything to the contrary herein, the increased interest rate described in this Section 5 is the sole and exclusive remedy available to Holders due to a Registration Default, so long as the Issuer and each of the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their respective obligations under this Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 30 Business Days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), the Company hereby agrees, regardless of any Blackout Period then in effect pursuant to Section 4(c) hereof, that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Initial Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect (it being understood that the Company and the Guarantors shall in no event be required to all pay such Additional Interest for more than one Registration DefaultsDefault at any given time). Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as “Additional Interest”. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Initial Securities, the interest rate on borne by the Transfer Restricted Notes relevant Initial Securities will revert be reduced to the original interest rate borne by such Initial Securities; provided, however, that, if after any such reduction in interest rate. (b) The Issuer , a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall notify again be increased pursuant to the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Defaultforegoing provisions. The Issuer shall pay the All Additional Interest due on accrued pursuant to this Section 5 shall be paid to the Transfer Restricted Notes by depositing with Record Holders entitled thereto, in the paying agent (which shall not be the Issuer for these purposes) manner provided for the Transfer Restricted Notespayment of interest in the Indenture, in truston each Additional Interest Payment Date, as provided 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 other indenture), sums sufficient to pay and the Additional Interest then dueNotes. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate All obligations of the damages that will be suffered by holders of Transfer Restricted Notes by reason of Company and the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the “Effectiveness Target Date”), (iiiii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 30 Business Days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement or (iviii) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes that cures such failure and that is itself immediately declared or the Exchange Notes, as automatically becomes effective (except in the case may be, which has been filed and declared of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure earliest of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act and (z) the date that is two years after the Closing Date, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issuedSecurities; 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. Notwithstanding the foregoing, (i) immediately upon the happening amount of each and every Registration Default. The Issuer shall pay the Additional Interest due on the payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Notes by depositing with Securities that is not entitled to the paying agent benefits of the Shelf Registration Statement (which because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Issuer for these purposes) Shelf Registration Statement. Any Additional Interest payable will be payable in the same form of payment elected by the Company for the Transfer Restricted Notes, in trust, for payment of interest with respect to the benefit applicable interest period. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in the first paragraph of this Section 4 which 5 that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises“Effectiveness Target Date” in the case of the Exchange Offer Registration Statement, and on or prior to the Shelf Effectiveness Target Date in the case of the Shelf Registration Statement, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 30 Business Days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect (any such increase, “Additional Interest”), provided, that the Company and the Guarantors shall in no event be required to all pay Additional Interest for more than one Registration DefaultsDefault at any time. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. If (ai) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable file an Exchange Offer Registration Statement is not filed or the Shelf Registration Statement with respect to the Commission Registrable Securities (other than the Private Exchange Securities, if issued) on or prior to before the date specified herein for such filing, (ii) the applicable Exchange Offer Registration Statement has or the Shelf Registration Statement is not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness after such obligation arises(the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer has not been Consummated by within 45 days of the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement, or (iv) the applicable Exchange Offer Registration Statement is or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange NotesSecurities, as the case may be, which has been filed and declared effective during the periods specified herein (each such event referred to in clauses (i) through (iv)) above, a "“Registration Default"”), then the interest rate on borne by the Transfer Restricted Notes will increase Registrable Securities ("other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest"”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase annum, such interest rate increasing by an additional 0.250.25 % per annum with respect to at the beginning of each subsequent 90-day period until such (or portion thereof) while a Registration Default has is continuing until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual rate of Additional Interest with respect of 1.00% per annum. Upon (1) 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), (2) 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), (3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to such be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default will described in such clause shall cease to accrue (but any accrued amount shall be payable) and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will Securities shall revert to the original rate. (b) rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three Business Days after each and every Registration Default. The Issuer shall pay the date on which an event occurs in respect of which Additional Interest due on the Transfer Restricted Notes is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted NotesTrustee, in trust, for the benefit of the Holders thereofof Securities (other than Private Exchange Securities, prior to 11:00 A.M. if issued) on or before the next applicable semiannual interest payment date specified date, immediately available funds in the Indenture (or such other 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 other indenture) to the record holders Holder of Securities entitled to receive the interest payment to be made paid on such datedate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration DefaultEvent Date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. If (ai) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable file an Exchange Offer Registration Statement is not filed or the Shelf Registration Statement with respect to the Commission Registrable Securities (other than the Private Exchange Securities, if issued) on or prior to before the date specified herein for such filing, (ii) the applicable Exchange Offer Registration Statement has or the Shelf Registration Statement is not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness after such obligation arises(the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer has not been Consummated by within 45 days of the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement, or (iv) the applicable Exchange Offer Registration Statement is or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange NotesSecurities, as the case may be, which has been filed and declared effective during the periods specified herein (each such event referred to in clauses (i) through (iv)) above, a "“Registration Default"”), then the interest rate on borne by the Transfer Restricted Notes will increase Registrable Securities ("other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest"”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase annum, such interest rate increasing by an additional 0.250.25 % per annum with respect to at the beginning of each subsequent 90-day period until such (or portion thereof) while a Registration Default has is continuing until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual rate of Additional Interest with respect of 1.00% per annum. Upon (1) 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), (2) 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), (3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to such be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default will described in such clause shall cease to accrue (but any accrued amount shall be payable) and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will Securities shall revert to the original rate. (b) rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three Business Days after each and every Registration Default. The Issuer shall pay the date on which an event occurs in respect of which Additional Interest due on the Transfer Restricted Notes is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted NotesTrustee, in trust, for the benefit of the Holders thereofof Securities (other than Private Exchange Securities, prior to 11:00 A.M. if issued) on or before the next applicable semi-annual interest payment date specified date, immediately available funds in the Indenture (or such other 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 other indenture) to the record holders Holder of Securities entitled to receive the interest payment to be made paid on such datedate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration DefaultEvent Date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders If any of the Exchange Notes or the Securities are Transfer Restricted Notes, as Securities by the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof Exchange Date and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that either (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the an Exchange Offer has not been Consummated by the Issuer within the time period set forth in accordance with Section 2(a3; (ii) or (iv) the applicable any Shelf Registration Statement is Statement, if required pursuant to Section 4, has not been filed and declared effective by the Commission in accordance with Section 4 or (iii) any Registration Statement required by this Agreement has been declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in at any time at which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, Securities shall be increased by 0.25% per annum (the “Additional Interest”) from and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until including the date on which such Registration Default has been curedoccurred to, up to a maximum amount but excluding, the date that is the earlier of 0.50% per annum with respect to (i) the date on which all Registration DefaultsDefaults relating to the Transfer Restricted Securities have been cured and (ii) the date on which the Transfer Restricted Securities have ceased to be Transfer Restricted Securities. Following the cure of a Registration Default, the accrual of All accrued Additional Interest with respect to such Registration Default will cease and upon shall be paid in cash on each Additional Interest Payment Date. At the earlier of (i) the cure of all Registration Defaults relating to the Transfer Restricted Securities or (ii) the Transfer Restricted Securities having ceased to be Transfer Restricted Securities, the interest rate on borne by the Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on interest rate borne by the Transfer Restricted Notes Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due Securities shall again be payable on each interest payment date specified by the Indenture (or such other indenture) increased pursuant to the record holders 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 applicable Registration Defaultforegoing provisions. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) a registration statement registering the resale of the Notes and the shares of Common Stock issuable upon conversion of the Notes (such Notes and shares of Common Stock, solely to the extent held by a party to (or an assignee of the applicable rights under) a Note Subscription Agreement, the “Registrable Securities” and such registration statement, the “Registration Statement is Statement”) has not been filed by the Company with the Commission as required by and on or prior to the date specified herein for such filingdeadline set forth in the Note Subscription Agreements, (ii) the applicable Registration Statement has not been declared effective by the Commission as required by and on or prior to the date specified herein for such effectiveness after such obligation arisesdeadline set forth in the Note Subscription Agreements, or (iii) if a Suspension Event (as defined in the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(aNote Subscription Agreement) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective occurs (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), then the interest rate Company shall pay Additional Interest on the Transfer Restricted Notes will increase ("Additional Interest"), with respect at a rate equal to the first 90-day period immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to of the principal amount of Notes for each subsequent 90-day during the first 180 days of such period until such for which a Registration Default has been curedoccurred and is continuing and, up to a maximum amount of thereafter, 0.50% per annum with respect of the principal amount of Notes. Additional Interest pursuant to all a Registration DefaultsDefault will be payable in arrears on each Interest Payment Date following such Registration Default in the same manner as regular interest on the Notes. Following the cure earliest of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (w) the cure of all Registration Defaults relating to the Registrable Securities, (x) the sale of all outstanding Registrable Securities registered under the Registration Statement, (y) the point when no Registrable Securities remain outstanding and (z) the point when all the Registrable Securities may be sold freely under Rule 144 under the Securities Act (or any other similar provision then in force) without volume limitations or public information requirements of Rule 144(c), provided that the Company complies with the requirements of Rule 144(i)(2), the interest rate on borne by the Transfer Restricted relevant Registrable Notes will revert be reduced to the original rateinterest rate borne by such Registrable Notes and the accrual of Additional Interest will cease with respect to such Registrable Notes. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Notes that is not entitled to the benefits of the Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company as required pursuant to the applicable Note Subscription Agreement or is not party to (or an assignee of the applicable rights under) a Note Subscription Agreement) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement and no Registration Default shall be deemed to occur solely as a result of failure to include Notes or shares of Common Stock held by any such Holder in any Registration Statement. (b) Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default (which, for the avoidance of doubt, shall not commence until the notice described in Section 6.01(f) has been given, and the related 60-day period described in such Section 6.01(f) has passed), consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180-day period on which such Event of Default is continuing beginning on, and including the date on which such an Event of Default first occurs and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the period from, and including, the 181st day after the occurrence of such Event of Default to, and including, the 360th day after the occurrence of such Event of Default, during which such Event of Default is continuing. If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 361st day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 361st day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. The Issuer shall notify provisions of this paragraph will not affect the Trustee and paying agent under rights of Holders of Notes in the Indenture (event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03(b) or the trustee and paying agent under Company has elected to make such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall payment but does not pay the Additional Interest due on when due, the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted 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 other 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 other indenture) immediately subject to the record holders entitled acceleration as provided in Section 6.02. In order to receive the interest payment to be made on such date. Each obligation elect to pay Additional Interest as the sole remedy during the first 360 days after the occurrence of any Event of Default described in the immediately preceding paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 360-day period (which, for the avoidance of doubt, shall not commence until the notice described in Section 6.01(f) has been given, and the related 60-day period described in such Section 6.01(f) has passed). Upon the failure to timely give such notice, the Notes shall be deemed immediately subject to accrue from and including the applicable Registration Defaultacceleration as provided in Section 6.02. (c) The parties hereto agree that the Trustee shall not at any time be under any duty or responsibility to any Holder to determine Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding Interest, or with respect to any Exchange Note the nature, extent or Transfer Restricted Note at calculation of the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations amount of Additional Interest owed, or with respect to the method employed in such security have been satisfied in full (notwithstanding termination calculation of the Agreement)Additional Interest.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the "Effectiveness Target Date"), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 30 business days after the Issuer within the time period set forth in Section 2(a) Exchange Offer Registration Statement is declared effective or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company and the Guarantors hereby agree that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, by 0.25% per annum Default and will shall increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaults(the "Additional Interest"). Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest, payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, will cease; provided, however, that, if after any such Additional Interest has ceased, a different Registration Default occurs, the interest rate on borne by the relevant Transfer Restricted Notes will revert Securities shall again be increased pursuant to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Defaultforegoing provisions. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Note shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer Issuers fails to perform its 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 Issuers agree that if: (i) the applicable Registration Statement Exchange Offer is not filed with the Commission consummated on or prior to the date specified herein for such filing180th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (ii) the applicable Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has filed but is not been Consummated by the Issuer declared effective within the time period set forth specified in Section 2(a) 3(b)(x), or (iv) the applicable Registration Statement is filed and declared effective by such date but shall thereafter cease ceases to be effective or usable in connection with (unless the Exchange Offer or resales of Transfer Restricted 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 covering the Transfer Restricted Notes or the Exchange Notespenultimate paragraph of Section 5 hereof), as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through and (ivii) a “Registration Default”), a "Registration Default"), then additional interest in the form of additional cash interest rate (“Additional Interest”) will accrue on the Transfer Restricted Notes affected Registrable Notes. The rate of Additional Interest will increase ("Additional Interest"), with respect to be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, by 0.25% per annum and will increase increasing by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 0.50Additional Interest of 1.00% per annum with respect to annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration DefaultsDefaults 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 Issuers without further registration under the Securities Act. Following If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the accrual 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 shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, (1) 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 that is not entitled to the benefits of the Shelf Registration (e.g., such Holder 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) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date 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”), 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 amount of Additional Interest for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to such a Registration Default will cease (and upon thereafter at the next succeeding Additional Interest Payment Date until the cure of all such Registration Defaults Default), and multiplying the interest 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 Transfer Restricted Notes will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening basis of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notesa 360-day year comprised of twelve 30-day months and, in trustthe case of a partial month, 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 other indenturedays elapsed), sums sufficient to pay and the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders 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 applicable Registration Defaultdenominator of which is 360. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails Company and the Guarantors fail to perform its fulfill their obligations under Section 2 3 or Section 3 4 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Transfer Restricted Securities (“Additional Interest”) if, as of the applicable time limits provided for in the event that this Agreement, (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated or (ii) any Shelf Registration Statement, if required hereby, has not been declared effective (or has not automatically become effective) by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective Commission (each such event referred to in clauses (i) through and (ivii), a "“Registration Default"”), then . The Additional Interest shall accrue after such Registration Default on the interest rate on principal amount of the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities at a rate of 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default, 400th day after the Closing Date and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period, in each case for the period until such Registration Default has been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, but in no event shall such increase hereunder or under any other Registration Rights Agreement (as defined in the accrual of Additional Interest with respect to such Registration Default will cease and upon Indenture) exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities (for the avoidance of doubt, a Registration Default may be cured if the Exchange Offer is Consummated or a required Shelf Registration Statement is declared effective (or has automatically become effective), as applicable, after the required deadline under this Agreement), the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issuedSecurities; 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. Notwithstanding the foregoing, (i) immediately upon the happening amount of each and every Registration Default. The Issuer shall pay the Additional Interest due on the payable shall not increase because more than one Registration Default has occurred and is pending, (ii) a Holder of Transfer Restricted Notes by depositing with the paying agent (which Securities shall not be the Issuer for these purposesentitled to Additional Interest with respect to a Registration Default pursuant to clause (ii) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereofpreceding paragraph, prior unless it is entitled to 11:00 A.M. on the next interest payment date specified in the Indenture (or benefits of such other indentureShelf Registration Statement pursuant to Section 4(a) and has complied with its obligations pursuant to Section 4(b), sums sufficient to pay within the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture time limits provided for therein and (or such other indentureiii) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay no Additional Interest shall be deemed payable to accrue from and including the applicable extent any Transfer Restricted Securities are receiving such additional interest payable pursuant to another Registration Default. Rights Agreement (c) The parties hereto agree that as defined in the Indenture), except to the extent the Additional Interest provided for in this Section 4 constitutes a reasonable estimate payable hereunder exceeds such amount. All obligations of the damages that will be suffered by holders of Transfer Restricted Notes by reason of Company and the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. If (ai) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable file an Exchange Offer Registration Statement is not filed or the Shelf Registration Statement with respect to the Commission Registrable Securities (other than the Private Exchange Securities, if issued) on or prior to before the date specified herein for such filing, (ii) the applicable Exchange Offer Registration Statement has or the Shelf Registration Statement is not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness after such obligation arises(the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer has not been Consummated by within 45 days of the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) Exchange Offer Registration Statement, or (iv) the applicable Exchange Offer Registration Statement is or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange NotesSecurities, as the case may be, which has been filed and declared effective during the periods specified herein (each such event referred to in clauses (i) through (iv)) above, a "“Registration Default"”), then the interest rate on borne by the Transfer Restricted Notes will increase Registrable Securities ("other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest"”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase annum, such interest rate increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until such (or portion thereof) while a Registration Default has is continuing until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual rate of Additional Interest with respect of 1.00% per annum. Upon (A) 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), (B) 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), (C) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (D) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to such be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default will described in such clause shall cease to accrue (but any accrued amount shall be payable) and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will Securities shall revert to the original rate. (b) rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of within three Business Days after each and every Registration Default. The Issuer shall pay the date on which an event occurs in respect of which Additional Interest due on the Transfer Restricted Notes is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted NotesTrustee, in trust, for the benefit of the Holders thereofof Securities (other than Private Exchange Securities, prior to 11:00 A.M. if issued) on or before the next applicable semi-annual interest payment date specified date, immediately available funds in the Indenture (or such other 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 other indenture) to the record holders Holder of Securities entitled to receive the interest payment to be made paid on such datedate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration DefaultEvent Date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) the applicable Exchange Offer Registration Statement is has not been filed with the Commission on or prior to the date specified herein for such filingFiling Date (or has been filed without including all outstanding Transfer Restricted Existing 2017 Securities), (ii) the applicable Exchange Offer has not been Consummated on or prior to the Exchange Date (or has been Consummated without exchanging all tendered Transfer Restricted Existing 2017 Securities), (iii) any Shelf Registration Statement Statement, if required hereby, has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, Shelf Filing Deadline (iii) if the Exchange Offer is required or has not included all Transfer Restricted Existing 2017 Notes that made a request to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth included in Section 2(aa Shelf Registration Statement) or (iv) the applicable any Registration Statement is filed and required by this Agreement has been declared effective but shall thereafter cease ceases to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in at any time at which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective under this Agreement (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until (such Registration Default has been curedincrease, up to a maximum amount of 0.50“Additional Interest”), but in no event shall such increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following At the cure earlier of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities and the Transfer Restricted Existing 2017 Securities or (ii) all Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities have become Freely Tradable, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note Security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, Notes will suffer damages if the Issuer Company or the Guarantors fails to perform its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Issuer Company and the Guarantors within the time period set forth in Section 2(a) or hereof, (iv) prior to the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with end of the Exchange Offer Registration Period or resales the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional the Exchange Offer Registration Statement covering the Transfer Restricted Notes or the Exchange NotesShelf Registration Statement, as the case may be, which has or proceedings have been filed initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Securities Act, or (v) the Company and declared effective the Guarantors shall have initiated a suspension period beyond the periods set forth in Section 2(d) or 3(d) (each such event referred to in clauses (i) through (ivv), a "“Registration Default"”), then the additional interest rate on with respect to the Transfer Restricted Notes will increase ("“Additional Interest"), ”) will accrue with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.25Default in an amount equal to 0.5 % per annum and will increase by an additional 0.250.5% per annum with respect to for each subsequent 90-day period until such Registration Default has been cured, up to a an aggregate maximum amount of 0.50Additional Interest of 1.0% per annum with respect to for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes accrual of all Additional Interest will revert cease. Notwithstanding anything to the original ratecontrary in this Section 4(a), the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer Company or the Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. a.m. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 include the date of the applicable Registration DefaultDefault to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders Holders of Transfer Restricted Notes by reason of the happening of any Registration DefaultDefault and are intended to constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Issuer's Company’s and the Guarantors’s obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note Note ceases to be covered by an effective Registration Statement a Transfer Restricted Note shall survive until such time as all such obligations with respect to such security Note have been satisfied in full (notwithstanding termination of the this Agreement).

Additional Interest. The Holder of this Security is entitled to the benefits of an Exchange and Registration Rights Agreement, dated as of November 25, 2003, among the Company, each of Pinnacle Foods Corporation, PF Sales, LLC, PF Distribution, LLC, Pinnacle Foods Brands Corporation, PF Standards Corporation, Pinnacle Foods Management Corporation and PF Sales (aN. Central Region) The parties hereto agree that Corp. (collectively, the Holders of "Note Guarantors") and the Exchange Notes or Initial Purchasers named therein (the Transfer Restricted Notes, as "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the case may be, will suffer damages if the Issuer fails meanings assigned to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, them in the event that Registration Agreement. If (i) the applicable Shelf Registration Statement or Exchange Offer Registration Statement, as applicable under the Registration Agreement, is not filed with the Commission on or prior to 270 days after the date specified herein for such filingIssue Date, (ii) the applicable Exchange Offer Registration Statement has or the Shelf Registration Statement, as the case may be, is not been declared effective by within 330 days after the Commission Issue Date, (iii) the Registered Exchange Offer is not consummated on or prior to 360 days after the date specified herein for such effectiveness after such obligation arisesIssue Date, (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (iv) the applicable Shelf Registration Statement is filed and declared effective within 360 days after the Issue Date but shall thereafter cease to be effective or usable in connection with (at any time that the Exchange Offer or resales of Transfer Restricted Notes during a period in which it Company is required obligated to be effective hereunder maintain the effectiveness thereof) without being succeeded immediately within 60 days by any an additional Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company shall pay additional interest rate on to each Holder of Transfer-Restricted Securities during the Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.25Default in an amount equal to 1% per annum and will increase of the principal amount of the Securities constituting Transfer-Restricted Securities held by an such Holder until the applicable Registration Statement is filed or declared effective, the Registered Exchange Offer is consummated or the Shelf Registration Statement again becomes effective, as the case may be; provided that that the Company shall not be required to pay additional 0.25% per annum with respect to each subsequent 90-day period until such interest for more than one Registration Default has been cured, up at any given time. All accrued additional interest shall be paid to a maximum amount of 0.50% per annum with respect Holders in the same manner as interest payments on the Securities on semiannual payment dates that correspond to all Registration Defaultsinterest payment dates for the Securities. Following the cure of a all Registration DefaultDefaults, the accrual of Additional Interest additional interest shall cease. The Trustee shall have no responsibility with respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate on the Transfer Restricted Notes will revert to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit determination of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).amount of

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the "Effectiveness Target Date"), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 30 business days after the Issuer within Effectiveness Target Date with respect to the time period set forth in Section 2(a) or Exchange Offer Registration Statement, (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective or (v) the Company and the Guarantors shall have initiated and/or maintained a suspension period longer than the periods specified in Section 3(d) or 4(c) (each such event referred to in clauses (i) through (ivv), a "Registration Default"), then the Company and the Guarantors hereby jointly and severally agree that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaultsannum. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with Securities shall again be increased pursuant to the paying agent (which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit foregoing provisions. All obligations of the Holders thereof, prior to 11:00 A.M. on Company and the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations Guarantors set forth in this Section 4 which the preceding paragraph that are outstanding with respect to any Exchange Note or Transfer Restricted Note Security at the time such note security ceases to be covered by an effective Registration Statement a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Transfer Restricted Security shall have been satisfied in full (notwithstanding termination of the Agreement)full.

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that If (i) any of the applicable Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the date specified herein for such filingfiling in this Agreement, (ii) the applicable any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arisesin this Agreement (the “Effectiveness Target Date”), (iii) if the Exchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by within 40 calendar days (or if such 40th calendar day is not a Business Day, the Issuer within next succeeding Business Day) after the time period set forth in Section 2(a) Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) the applicable 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 Exchange Offer or resales of Transfer Restricted 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 a post-effective amendment to such Registration Statement covering the Transfer Restricted Notes or the Exchange Notes, as the case may be, which has been filed that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "“Registration Default"”), then the Company hereby agrees that the interest rate on borne by the Transfer Restricted Notes will increase ("Additional Interest"), with respect to Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such Registration Default has been cured, up to a maximum amount of 0.50increase exceed 1.00% per annum with respect to all Registration Defaults(any such interest, “Additional Interest”). Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate on borne by the relevant Transfer Restricted Notes Securities will revert be reduced to the original rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under interest rate borne by such other indenture under which any Transfer Restricted Notes are issued) immediately upon Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the happening of each and every Registration Default. The Issuer shall pay interest rate borne by the Additional Interest due on the relevant Transfer Restricted Notes by depositing with the paying agent (which Securities shall not again be the Issuer for these purposes) for the Transfer Restricted 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 other 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 other indenture) increased pursuant to the record holders 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 applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default. (d) All of the Issuer's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).foregoing

Additional Interest. (a) The parties hereto agree that the Holders of the Exchange Notes or the Transfer Restricted Notes, as the case may be, Notes will suffer damages if the Issuer fails Company or the Guarantors fail to perform its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Issuer Company and the Guarantors within the time period set forth in Section 2(a) or hereof, (iv) prior to the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with end of the Exchange Offer Registration Period or resales the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional the Exchange Offer Registration Statement covering the Transfer Restricted Notes or the Exchange NotesShelf Registration Statement, as the case may be, which has or proceedings have been filed initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Company and declared effective the Guarantors shall have initiated and/or maintained a suspension period longer than the periods specified in Section 2(d) or 3(d) (each such event referred to in clauses (i) through (ivv), a "Registration Default"), then the additional interest rate on with respect to the Transfer Restricted Notes will increase ("Additional Interest"), ) will accrue with respect to the first 90-day period immediately following the occurrence of such Registration Default, by Default in an amount equal to 0.25% per annum per $1,000 principal amount of such Notes and will increase by an additional 0.25% per annum with respect to per $1,000 principal amount of such Notes for each subsequent 90-day period until such Registration Default has been cured, up to a an aggregate maximum amount of 0.50Additional Interest of 1.0% per annum with respect to per $1,000 principal amount of Notes for all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults the accrual of all Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert immediately to the original interest rate. Notwithstanding anything to the contrary in this Section 4(a), the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) The Issuer Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Issuer Company and the Guarantors shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Issuer for these purposesCompany or the Guarantors) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. a.m. on the next interest payment date specified in the Indenture (or such other 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 other indenture) to the record holders 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 include the date of the applicable Registration DefaultDefault to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders Holders of Transfer Restricted Notes by reason of the happening of any Registration DefaultDefault and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the IssuerCompany's and the Guarantors's obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Transfer Restricted Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security Note have been satisfied in full (notwithstanding termination of this Agreement or consummation of the AgreementRegistered Exchange Offer).