Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before prior to the date specified for such filing90th day following the Issue Date, if any; neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any of on or prior to the 180th day following the Issue Date, neither the Exchange Offer Registration Statements required by this Agreement Statement nor the Shelf Registration Statement has not been declared effective by the Commission Commission, (iii) on or prior to the date specified for such effectiveness in this Agreement (210th day following the “Effectiveness Target Issue Date”), (iii) neither the Registered Exchange Offer has not been Consummated within 30 Business Days of consummated nor the Exchange Offer Effectiveness Target Date Shelf Registration Statement has been declared effective or (iv) any after either the Exchange Offer Registration Statement required by this Agreement or the Shelf Registration Statement is filed and declared effective but shall the Registration Statement thereafter cease ceases to be effective (other than or fails to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases Securities shall accrue to be an Entitled Security shall survive the New Securities until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the 360th day after the Closing Date with respect to the Exchange Offer Effectiveness Target Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iviii) any Registration Statement required by this Agreement is filed and declared effective but but, subject to any Shelf Blackout Period, shall thereafter cease to be effective (other than for a Suspension Period) without being succeeded within five Business Days promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall the aggregate increase in such increase annual interest rate exceed 1.00% per annum%. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled SecuritiesTransfer Restricted Securities prior to the Registration Default; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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 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 Securities who is not entitled to the benefits of the 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. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has Exchange Offer is not been declared effective by the Commission Consummated on or prior to the date specified for such effectiveness in Exchange Deadline, (ii) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared effective (or does not automatically become effective) on or prior to the “Effectiveness Target Date”90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day), or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is filed and declared effective (or automatically becomes effective) as required but shall thereafter cease fails to be remain effective (other or becomes unusable in connection with resales for more than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective 30 calendar days, excluding any Blackout Period (each such event referred to in clauses (i) through (iv)iii) above, a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during for the first 90-day period immediately following the occurrence of any Registration Default Exchange Deadline and shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period, in each case for the period of occurrence of the Registration Default, up to a maximum additional interest rate of 1.00% per annum thereafter (such increase, “Additional Interest”) ), until all the earlier of the consummation of the Exchange Offer and such time as no Registration Defaults have been curedDefault is in effect, but in no event shall plus such increase exceed 1.00% per annum. Following additional amount of time as is required under the cure last sentence of all Registration Defaults relating Section 6(c), upon which Additional Interest will cease to any particular Entitled Securities, accrue and the interest rate borne by on the relevant Entitled Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Entitled Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall Additional Interest will again be increased commence accruing pursuant to the foregoing provisions. The Company In no event will Additional Interest accrue under more than one of the foregoing clauses (i), (ii) and (iii) at any one time; provided, however, that the amount of Additional Interest accruing on the Transfer Restricted Securities shall not be required exceed, in any event, 1.00% per annum. The obligations of the Issuers and the Guarantors to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will as set forth in this Section 5 shall be determined on the basis of a 360-day year comprised of twelve 30-day months sole and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date exclusive remedy of the Shelf Holders for any Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Default. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby Each Bank agrees that the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period if it is a Delinquent Bank, then it will pay an amount (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following accordance with the cure of all Registration Defaults relating following schedule in addition to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced equal to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, Base Cost: 1st offense – 500 basis points per annum of the interest rate borne by delinquent amount 2nd offense – 750 basis points per annum of the relevant Entitled Securities shall again be increased pursuant to delinquent amount 3rd and subsequent offense – 1,000 basis points per annum of the foregoing provisions. delinquent amount The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined calculated on the an actual/360 basis of a 360-day year comprised of twelve 30-day months and based on the actual number of days on which the related Plan CO is outstanding, including non-Business Days, from the date of issuance to but excluding the stated maturity date. For purposes of this calculation, Additional Interest accrued during such period. In connection with attributable to a Registration Default in respect delinquent amount that is not related to the principal amount of a Shelf Registration StatementPlan CO (i.e., notwithstanding anything to because the contrary herein, Delinquent Bank pays all or a Holder will not be portion of its delinquent amount after a deadline but before a Contingency Bank is entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date have a Plan CO issued for its benefit on behalf of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations Delinquent Bank with respect to such security amount) will be assessed on that delinquent amount assuming that a Plan CO was issued with a principal amount equal to that delinquent amount and that the Plan CO would mature on the next Business Day. For purposes of calculating Additional Interest, each different time deadline established under the Procedures will accrue its own separate count of the number of offenses, so that a Delinquent Bank will pay a separate amount for each such time deadline missed, and the step-up in Additional Interest for the occurrence of a particular offense will only be measured with regard to offenses that have occurred within the 36-month period ending on the date of that particular offense (the “Delinquency Measurement Period”). For example, if a Delinquent Bank twice misses a morning deadline and once misses an afternoon deadline, all as established under the Procedures, within a Delinquency Measurement Period, then the Delinquent Bank shall have been satisfied subject to Additional Interest of 500 basis points with respect to the first morning deadline missed, Additional Interest of 750 basis points with respect to the second morning deadline missed, and Additional Interest of 500 basis points with respect to the afternoon deadline missed. Each Bank agrees that (i) for each Plan CO issued, the first 100 basis points of the Additional Interest shall be assessed against the Delinquent Bank for the benefit of the Contingency Bank that purchased the Plan CO as provided in fullSection 1 of this Agreement, and the balance of the Additional Interest assessed against the Delinquent Bank (i.e., 400 basis points, 650 basis points, or 900 basis points) will be divided equally among the Banks (including the Contingency Banks) that are not Delinquent Banks with respect to the same funding time specified in the Procedures and (ii) for Additional Interest attributable to a delinquent amount that is not related to a Plan CO, the Additional Interest will be divided equally among the Banks that are not Delinquent Banks with respect to the same funding time specified in the Procedures. Each of the Banks and the OF agree that any Additional Interest will be allocated and paid through the monthly assessment from the OF, and that the Additional Interest is not the joint and several obligation of the Banks. Notwithstanding anything in this Section 3 or Section 7(a) or (b) of this Agreement to the contrary, and subject to Sections 5(a) and (d) below, each Bank agrees that assessment of the Additional Interest shall be subject to the appellate process contained in the Procedures and that the OF shall have the authority to waive all or any portion of the Additional Interest or excuse the occurrence of any offense as provided for in the Procedures. To the extent permitted under the Waiver, the assessment of Additional Interest shall be suspended pending completion of the appellate process.

Additional Interest. If (i) unless the Company fails to file any of Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 365 days after the date specified for such effectiveness Closing Date (the “Exchange Offer Effectiveness Target Date”), (ii) in this Agreement the event the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 365 days after the obligation to file a Shelf Registration Statement arises (the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case 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 (iv), a “Registration Default”), the Company Issuer and the Guarantors hereby agrees agree that the interest rate borne by the Entitled affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Entitled SecuritiesTransfer Restricted Securities and (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is pending and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities that is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or any subsequent amendment (has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment in respect of which such information is so provided)Shelf Registration Statement. All obligations of the Company Issuer and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of Exchange Offer has not been Consummated by the Registration Statements required by this Agreement on or before the date specified for such filingExchange Date, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on 120 days after any obligation to file a shelf registration statement arises or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-at any time at which it is required to be effective amendment to such Registration Statement that is declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to any the particular Entitled SecuritiesTransfer Restricted Securities or (ii) the second anniversary of the Closing Date, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated within 30 Business Days of on or prior to the date specified for such consummation in this Agreement with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, and after such 90-day period, if such Registration Default and has not yet been cured, the interest rate borne by the Transfer Restricted Securities shall increase by an additional 0.25% per annum at with respect to the beginning of each next subsequent 90-day period (such increaseperiod; provided, “Additional Interest”) until all Registration Defaults have been curedhowever, but in no event shall such any increase exceed 1.00an aggregate of 0.50% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is pending and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities that is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or any subsequent amendment (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 any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment in respect of which such information is so provided)Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement an Exchange Offer has not been Consummated on or before prior to the date specified for such filing, if anyExchange Date; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to before the date specified for on which such effectiveness in this Agreement (Shelf Registration Statement is required to be declared effective by the “Effectiveness Target Date”), Commission pursuant to Section 4(a)(y) or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-at any time at which it is required to be effective amendment to such Registration Statement that is declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during (the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) until from and including the date on which such Registration Default has occurred to but excluding the date on which all Registration Defaults have been cured, but . All accrued Additional Interest shall be paid in no event shall such increase exceed 1.00% per annumcash on each Additional Interest Payment Date. Following Upon the cure of all Registration Defaults relating to any particular Entitled the Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled such Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement Exchange Offer has not been Consummated on or before prior to the date specified for such filingconsummation in this Agreement, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective at any time at which it is required to be effective under this Agreement (other than for during a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective ), as applicable (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by a per annum rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all such Registration Defaults have Default has been cured, but in no event shall such increase exceed a per annum rate of 1.00% per annum. Following the cure of all such Registration Defaults relating to any the particular Entitled Securities, Transfer Restricted Securities the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The ; provided further, that, the Company shall not in no event be required to pay Additional Interest for more than one Registration Default at a any given time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the effectiveness of the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 agrees, regardless of any Blackout Period then in effect pursuant to Section 4(c) hereof, that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, 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." Notwithstanding the foregoing, no Additional Interest will accrue with respect to Notes that are not Transfer Restricted Securities. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which All Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything pursuant to this Section 5 shall be paid to the contrary hereinRecord Holders entitled thereto, a Holder will not be entitled to any in the manner provided for the payment of interest in the Indenture, on each Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Payment Date. All obligations of the Company and the Guarantor set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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.

Additional Interest. If Subject to the Section 6(c)(i), if (i) the Company fails to file any of the such Shelf Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated within 30 Business Days of 365 days after the Closing Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for its intended purpose for a Suspension Period) period in excess of 30 days without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (provided that the Additional Interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time) and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period during which such Registration Default continues (any such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase Additional Interest exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one A Registration Default at referred to in this Section 5 shall be deemed not to have occurred and be continuing in relation to any Registration Statement required by this Agreement or the related Prospectus if such Registration Default has occurred solely as a time. The amount result of Additional Interest will be determined on the basis exercise of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to Suspension Right by the Company as required herein at least two Business Days prior pursuant to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Section 6(c)(i) hereof. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. The Additional Interest set forth in this Section 5 shall be the exclusive monetary remedy available to Holders for each Registration Default.

Additional Interest. If either (i) the Company fails to file any of the Registration Statements Exchange Offer, if required by this Agreement hereby, has not been Consummated on or before prior to the date specified for such filingExchange Date, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to by the date specified for such effectiveness time provided in this Agreement (the “Effectiveness Target Date”)Agreement, or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (at any time at which it is required to be effective under this Agreement other than for during an Exchange Offer Suspension Period or a Shelf Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective Period (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled affected Transfer Restricted Securities shall be increased by 0.250.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.250.50% per annum at the beginning end of each subsequent 90-day period during which such Registration Default continues (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase the amount of Additional Interest on any Transfer Restricted Securities exceed 1.00% per annum. Following At the cure of all Registration Defaults relating to any the particular Entitled Securities, Transfer Restricted Securities the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required ; and provided, further, however that notwithstanding anything in this Agreement to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with contrary, a Registration Default in respect of shall be deemed cured (among other circumstances under which it may be cured) at such time as the requirement to Consummate the Exchange Offer or the requirement that a Shelf Registration StatementStatement be declared effective or remain effective, notwithstanding anything to the contrary hereinas applicable, terminates in a Holder will not be entitled to any Additional Interest under manner provided in this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Agreement. All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement Exchange Offer has not been Consummated on or before prior to the date specified for such filingconsummation in this Agreement, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective at any time at which it is required to be effective under this Agreement (other than for during a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective ), as applicable (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company Issuer hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any the particular Entitled Securities, Transfer Restricted Securities the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest pursuant to this Section 5 shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is continuing and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities who is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement or any subsequent amendment (shall not be entitled to Additional Interest with respect to any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment Shelf Registration Statement. All accrued Additional Interest shall be payable to the Holders entitled thereto, in respect the manner provided for the payment of which such information is so provided)interest in the Indenture, as more fully set forth in the Indenture and the Securities. All obligations of the Company Issuer and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement Exchange Offers have not been Consummated on or before prior to the date specified for that is five years after the Closing Date (or if such filingdate is not a Business Day, the next succeeding Business Day) or, if any; (ii) any of the a Shelf Registration Statements Statement is required by hereunder, a Shelf Registration Statement in accordance with this Agreement has not been declared effective by the Commission on or prior to the such date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (ivii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Effectiveness Period (other than for a except as specifically permitted herein, including with respect to any Shelf Suspension PeriodPeriod as provided in Section 4(a) hereof or because of the sale of all Transfer Restricted Securities under such Registration Statement) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through and (ivii), a “Registration Default”), the Company Issuer hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.250.250% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.250.250% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.001.000% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one A Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (ends with respect to any period subsequent to Initial Securities when such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases Initial Securities cease to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullTransfer Restricted Securities.

Additional Interest. If (i) either the Company fails to file any of Exchange Offer Registration Statement or the Shelf Registration Statements Statement required by this Agreement Sections 3 and 4 are not filed with the SEC on or before prior to the date specified for such filingfiling in this Agreement, if any; (ii) any of the such Registration Statements required by this Agreement has not been declared effective by the Commission SEC on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) unless the Exchange Offer shall not be permissible under applicable law or SEC policy, the Exchange Offer has not been Consummated (except with respect to Non-Eligible Notes) within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement Sections 3 and 4 is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (other than except as a result of a Suspension Notice for a Suspension Periodperiod not to exceed that permitted by Section 7(d) below) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 30 days after filing (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum in the aggregate for all Registration Defaults (“Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled SecuritiesTransfer Restricted Securities (or at such time as any Note ceases to be a Transfer Restricted Security), the interest rate borne by Additional Interest payable with respect to the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled Securitiescease; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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. All accrued Additional Interest shall be paid to the Record Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Additional Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive monetary remedy of the Initial Purchasers and the Holders for any such Registration Default.

Additional Interest. (a) If any of the Securities are not Freely Tradable Securities by the Exchange Date and either (i) the Company fails Exchange Offer has not been Consummated, unless the Exchange Offer shall not be permissible under applicable law or Commission policy (in the reasonable advice of counsel to file any of the Registration Statements required by this Agreement on or before the date specified for such filingCompany), if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-at any time at which it is required to be effective amendment to such Registration Statement that is declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to any the particular Entitled SecuritiesTransfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to to, and in the manner provided by, the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has Exchange Offer is not been declared effective by the Commission Consummated on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Exchange Deadline, (iiib) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is filed and not declared effective but shall thereafter cease (or does not automatically become effective) on or prior to the 180th calendar day following any Shelf Filing Deadline (or if such 180th day is not a Business Day, the next succeeding Business Day), or (c) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be effective (other than for a Suspension Period) without being succeeded within five Business Days filed by a post-effective amendment to such Registration Statement that the terms of this Agreement is declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 30 calendar days, excluding any Blackout Period (each such event referred to in clauses (ia) through (iv)c) above, a “Registration Default”), the Company Issuer hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) ), in each case until all the Registration Defaults have been cured, but in Default no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securitieslonger exists; provided, however, that, if after any such reduction that at no time shall the amount of the Additional Interest exceed in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisionsaggregate 1.0% per annum. The Company Issuer shall not be required obligated to pay Additional Interest for more than one Registration Default at a any given time. The amount Following the cure of all Registration Defaults, Additional Interest will be determined cease to accrue and the interest rate on the basis of a 360-day year comprised of twelve 30-day months and Transfer Restricted Securities will revert to the actual number of days on which original rate; provided, however, that, if after the date such Additional Interest accrued during such period. In connection with a ceases to accrue, another Registration Default in respect of a Shelf Registration Statementoccurs, notwithstanding anything Additional Interest will again commence accruing pursuant to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)foregoing provisions. All obligations of the Company Issuer and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Company within 30 Business Days of the Exchange Offer Effectiveness Target Date time period set forth in Section 4(a) hereof, or (iv) any Registration Statement required by this Agreement is filed and declared effective but thereafter the Commission shall thereafter cease to be effective (other than for have issued a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such stop order suspending the effectiveness of the Exchange Offer Registration Statement that is declared effective or the Shelf Registration Statement, as the case may be, or proceedings have been 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”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (as applicable, the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement Exchange Offer has not been Consummated on or before prior to the date specified for such filingconsummation in this Agreement, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective at any time at which it is required to be effective under this Agreement (other than for during a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective ), as applicable (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.251.00% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum). Following the cure of all Registration Defaults relating to any the particular Entitled Securities, Transfer Restricted Securities the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest pursuant to this Section 5 shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is continuing and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities who is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement or any subsequent amendment (shall not be entitled to Additional Interest with respect to any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment Shelf Registration Statement. All accrued Additional Interest shall be payable to the Holders entitled thereto, in respect the manner provided for the payment of which such information is so provided)interest in the Indenture, as more fully set forth in the Indenture and the Securities. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If The Company and the Initial Purchasers agree that Holders will suffer damages if the Company fails to fulfill its obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Transfer Restricted Securities (“Additional Interest”) if, as of the applicable time limits provided for in this Agreement, (i) the Company fails to file any of Exchange Offer has not been Consummated (unless the Registration Statements required by this Agreement on Exchange Offer shall not be permissible under applicable law or before Commission policy (after the date specified for such filingprocedures set forth in Section 6(a) hereof have been complied with)), if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-at any time at which it is required to be effective amendment to such Registration Statement that is declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), . The Additional Interest shall accrue on the Company hereby agrees that principal amount of the interest Transfer Restricted Securities at a rate borne by the Entitled Securities shall be increased by of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any the particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months has occurred and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, is pending and (ii) a Holder will of Transfer Restricted Securities shall not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information with respect to a Registration Default pursuant to clause (ii) of the preceding paragraph, unless it is entitled to the Company as required herein at least two Business Days prior to the Effective Date benefits of the such Shelf Registration Statement or any subsequent amendment (pursuant to Section 4(a) and has complied with respect its obligations pursuant to any period subsequent to such amendment and prior to Section 4(b), within the next amendment in respect of which such information is so provided)time limits provided for therein. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to the Issuers’ ability to declare Suspension Periods with respect to clause (iv) below, if (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of on or prior to the Exchange Offer Effectiveness Target Date or date specified for such consummation in this Agreement, (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (or fail to be usable for its intended purpose for more than 30 days, other than for as may be permitted during a Suspension PeriodPeriod or (v) without being succeeded within five Business Days by Holders are unable to sell the Initial Securities under Rule 144 under the Securities Act as a post-effective amendment result of either Issuers’ failure to meet the adequate current public information requirement of Rule 144(c)(1) under the Securities Act if applicable to such Registration Statement that is declared effective Issuer (each such event referred to in clauses (i) through (ivv), a “Registration Default”), each of the Company Issuers and Guarantors jointly and severally hereby agrees that to pay additional interest (“Additional Interest”) in the form of additional interest rate borne by the Entitled Securities shall be increased by in cash to each Holder in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of the Transfer Restricted Securities for the period immediately following the of occurrence of any the Registration Default and until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the beginning of for each subsequent 90-day period (during which such increase, “Additional Interest”) until all Registration Defaults have been curedDefault continues, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the Additional Interest will cease to accrue from the date of such cure and the interest rate borne by on the relevant Entitled Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Entitled Transfer Restricted Securities; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is continuing and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities who is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement or any subsequent amendment (shall not be entitled to Additional Interest with respect to any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment Shelf Registration Statement. All references in respect the Indenture to “interest” include the Additional Interest payable pursuant to this Section 5, and all accrued Additional Interest shall be payable to the Holders entitled thereto, in the manner provided for the payment of which such information is so provided)interest in the Indenture, as more fully set forth in the Indenture and the Securities. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective (except in the case 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”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Entitled 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 borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled Transfer Restricted Securities; provided, however, thatthat if, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is pending and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities that is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or any subsequent amendment (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 any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment in respect of which such information is so provided)Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the preceding first paragraph to pay Additional Interest of this Section 5 that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, or (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), or (iii) the Exchange Offer has not been Consummated within 30 40 days (or if such 40th day is not a Business Days of Day, the next succeeding Business Day) after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default Default, and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (any such increase, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If either (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the Exchange Offer Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed by the Shelf Filing Deadline or declared effective by the Commission by the Shelf Effectiveness Target Date Deadline or (iviii) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-at any time at which it is required to be effective amendment to such Registration Statement that is declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall the aggregate amount of such increase increases exceed 1.00% per annum. Following the earlier of (i) the cure of all Registration Defaults relating to any the particular Entitled Transfer Restricted Securities and (ii) the date on which such Transfer Restricted Securities cease to be Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Additional Interest shall not accrue or be required to pay Additional Interest payable for more than one Registration Default at a any given time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months , and the actual number of shall accrue only for those days on which Additional Interest accrued during such period. In connection with that a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment occurs and prior to the next amendment in respect of which such information is so provided)continuing. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If either (i) the Company fails to file any of the Registration Statements Exchange Offer, if required by this Agreement hereby, has not been Consummated on or before prior to the date specified for such filingExchange Date, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to by the date specified for such effectiveness time provided in this Agreement (the “Effectiveness Target Date”)Agreement, or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (at any time at which it is required to be effective under this Agreement other than for during an Exchange Offer Suspension Period or a Shelf Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective Period (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled affected Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period during which such Registration Default continues (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase the amount of Additional Interest on any Transfer Restricted Securities exceed 1.000.50% per annum. Following At the cure of all Registration Defaults relating to any the particular Entitled Securities, Transfer Restricted Securities the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required ; and provided further that notwithstanding anything in this Agreement to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with contrary, a Registration Default in respect of shall be deemed cured (among other circumstances under which it may be cured) at such time as the requirement to Consummate the Exchange Offer or the requirement that a Shelf Registration StatementStatement be declared effective or remain effective, notwithstanding anything to the contrary hereinas applicable, terminates in a Holder will not be entitled to any Additional Interest under manner provided in this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Agreement. All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to the Suspension Rights set forth in Section 6(c)(i) below, if (i) the Company fails to file any of Exchange Offer Registration Statement has not been filed with the Registration Statements required by this Agreement on Commission within 180 calendar days after the Closing Date (or before if such 180th day is not a Business Day, the date specified for such filingnext succeeding Business Day), if any; (ii) any of the Exchange Offer Registration Statements required by this Agreement Statement has not been declared effective by within 240 days after the Commission on Closing Date (or prior to if such 240th day is not a Business Day, the date specified for such effectiveness in this Agreement next succeeding Business Day) (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 360 calendar days after the Closing Date (or if such 360th day is not a Business Days of Day, the Exchange Offer Effectiveness Target Date next succeeding Business Day) and no Shelf Registration Statement has been declared effective within the time period set forth in Section 4(a)(y) or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than become unusable for a Suspension Periodperiod of in excess of five (5) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective days (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding Notwithstanding anything to the contrary set forth herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to (1) upon filing of the Company as required herein at least two Business Days prior to Exchange Offer Registration Statement or the Effective Date effectiveness of the Shelf Registration Statement filed pursuant to Section 4(a)(x) hereof, in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement or any subsequent the effectiveness of the Shelf Registration Statement filed pursuant to Section 4(a)(x) hereof, in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Shelf Registration Statement to again be declared effective or made usable in the case of clause (iv) above, the additional interest payable with respect to any period subsequent to the Transfer Restricted Securities as a result of such amendment and prior to the next amendment in respect of which such information is so providedclause (i), (ii), (iii) or (iv), as applicable, shall cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) unless the Company fails to file any of Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 270 days after the date specified for such effectiveness Closing Date (the “Exchange Offer Effectiveness Target Date”), (ii) in this Agreement the event the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 270 days after the obligation to file a Shelf Registration Statement arises (the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case 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 (iv), a “Registration Default”), the Company and the Guarantors hereby agrees agree that the interest rate borne by the Entitled affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Entitled 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 borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is pending and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities that is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or any subsequent amendment (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 any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment in respect of which such information is so provided)Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the 300th day after the Closing Date with respect to the Exchange Offer Effectiveness Target Registration Statement (or if such 300th day is not a Business Day, the succeeding Business Day), (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 300th day after the Closing Date (or if such 300th day is not a Business Day, the succeeding Business Day) or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose at any time during which it is required by this Agreement to be kept effective without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If any portion of a Loan subject to a Eurodollar Pricing Option is repaid, or any Eurodollar Pricing Option is terminated for any reason (i) including acceleration of maturity), on a date which is prior to the Company fails to file any last Banking Day of the Registration Statements required by Eurodollar Interest Period applicable to such Eurodollar Pricing Option, the Borrower will pay to the Administrative Agent, for the account of each Bank in accordance with such Bank's Percentage Interest, in addition to any amounts of interest otherwise payable hereunder, an amount equal to the present value (calculated in accordance with this Agreement Section 3.2.4) of interest for the unexpired portion of such Eurodollar Interest Period on the portion of such Loan so repaid, or before as to which a Eurodollar Pricing Option was so terminated, at a per annum rate equal to the date specified for such filingexcess, if any; , of (iia) any the rate applicable to such Eurodollar Pricing Option minus, (b) the lowest rate of interest obtainable by the Administrative Agent upon the purchase of debt securities customarily issued by the Treasury of the Registration Statements required United States of America which have a maturity date approximating the last Banking Day of such Eurodollar Interest Period. The present value of such additional interest shall be calculated by this Agreement has not been declared effective by discounting the Commission on or prior amount of such interest for each day in the unexpired portion of such Eurodollar Interest Period from such day to the date specified for of such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date repayment or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease termination at a per annum interest rate equal to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased determined pursuant to clause (b) of the foregoing provisions. The Company shall not be required to pay Additional Interest preceding sentence, and by adding all such amounts for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of all such days on which Additional Interest accrued during such period. In connection with a Registration Default The determination by the Administrative Agent of such amount of interest shall, in respect the absence of manifest error, be conclusive. For purposes of this Section 3.2.4, if any portion of a Shelf Registration Statement, notwithstanding anything Loan which was to have been subject to a Eurodollar Pricing Option is not outstanding on the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date first day of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent Eurodollar Interest Period applicable to such amendment and prior Eurodollar Pricing Option other than for reasons described in Section 3.2.1, the Borrower shall be deemed to the next amendment in respect of which have terminated such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullEurodollar Pricing Option.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby Each Bank agrees that the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period if it is a Delinquent Bank, then it will pay an amount (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following accordance with the cure of all Registration Defaults relating following schedule in addition to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced equal to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, Base Cost: 1st offense — 500 basis points per annum of the interest rate borne by delinquent amount 2nd offense — 750 basis points per annum of the relevant Entitled Securities shall again be increased pursuant to delinquent amount 3rd and subsequent offense — 1,000 basis points per annum of the foregoing provisions. delinquent amount The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined calculated on the an actual/360 basis of a 360-day year comprised of twelve 30-day months and based on the actual number of days on which the related Plan CO is outstanding, including non-Business Days, from the date of issuance to but excluding the stated maturity date. For purposes of this calculation, Additional Interest accrued during such period. In connection with attributable to a Registration Default in respect delinquent amount that is not related to the principal amount of a Shelf Registration StatementPlan CO (i.e., notwithstanding anything to because the contrary herein, Delinquent Bank pays all or a Holder will not be portion of its delinquent amount after a deadline but before a Contingency Bank is entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date have a Plan CO issued for its benefit on behalf of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations Delinquent Bank with respect to such security amount) will be assessed on that delinquent amount assuming that a Plan CO was issued with a principal amount equal to that delinquent amount and that the Plan CO would mature on the next Business Day. For purposes of calculating Additional Interest, each different time deadline established under the Procedures will accrue its own separate count of the number of offenses, so that a Delinquent Bank will pay a separate amount for each such time deadline missed, and the step-up in Additional Interest for the occurrence of a particular offense will only be measured with regard to offenses that have occurred within the 36-month period ending on the date of that particular offense (the “Delinquency Measurement Period”). For example, if a Delinquent Bank twice misses a morning deadline and once misses an afternoon deadline, all as established under the Procedures, within a Delinquency Measurement Period, then the Delinquent Bank shall have been satisfied subject to Additional Interest of 500 basis points with respect to the first morning deadline missed, Additional Interest of 750 basis points with respect to the second morning deadline missed, and Additional Interest of 500 basis points with respect to the afternoon deadline missed. Each Bank agrees that (i) for each Plan CO issued, the first 100 basis points of the Additional Interest shall be assessed against the Delinquent Bank for the benefit of the Contingency Bank that purchased the Plan CO as provided in fullSection 1 of this Agreement, and the balance of the Additional Interest assessed against the Delinquent Bank (i.e., 400 basis points, 650 basis points, or 900 basis points) will be divided equally among the Banks (including the Contingency Banks) that are not Delinquent Banks with respect to the same funding time specified in the Procedures and (ii) for Additional Interest attributable to a delinquent amount that is not related to a Plan CO, the Additional Interest will be divided equally among the Banks that are not Delinquent Banks with respect to the same funding time specified in the Procedures. Each of the Banks and the OF agree that any Additional Interest will be allocated and paid through the monthly assessment from the OF, and that the Additional Interest is not the joint and several obligation of the Banks. Notwithstanding anything in this Section 3 or Section 7(a) or (b) of this Agreement to the contrary, and subject to Sections 5(a) and (d) below, each Bank agrees that assessment of the Additional Interest shall be subject to the appellate process contained in the Procedures and that the OF shall have the authority to waive all or any portion of the Additional Interest or excuse the occurrence of any offense as provided for in the Procedures. To the extent permitted under the Waiver, the assessment of Additional Interest shall be suspended pending completion of the appellate process.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the Exchange Offer Date and no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act) on or prior to the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (other than after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement) for a Suspension Period) period in excess of five Business Days without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time) and shall increase by 0.25% per annum at the beginning of during each subsequent 90-day period during which such Registration Default continues (any such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase Additional Interest exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive monetary remedy available to Holders for each Registration Default.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has Exchange Offer is not been declared effective by the Commission Consummated on or prior to the date specified for 360th calendar day following the Closing Date (or if such effectiveness in this Agreement (360th day is not a Business Day, the “Effectiveness Target Date”next succeeding Business Day), (iiib) a Shelf Registration Statement applicable to the Exchange Offer has Securities is not been Consummated within 30 Business Days of filed or declared effective (or does not automatically become effective) on or prior to the Exchange Offer Effectiveness Target Date applicable date specified in Section 4(a)(x) and (y) or (ivc) any a Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease applicable to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that the Securities is declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or the Prospectus contained therein becomes unusable in connection with resales for more than 60 consecutive days (each such event referred to in clauses (ia), (b) through and (iv)c) above, a “Registration Default”), the Company hereby agrees that that, as liquidated damages, the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.000.50% per annum. Following annum (“Additional Interest”), until the cure earlier of all the completion of the Exchange Offer or the effectiveness of the Shelf Registration Defaults relating Statement (or such Shelf Registration Statement no longer being required to any particular Entitled Securitiesbe effective or the Prospectus again becomes usable), after which the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled Transfer Restricted Securities; provided. Notwithstanding the foregoing, howeverif, thatafter the date such Additional Interest ceases to accrue, if after any such reduction in interest rate, a different another Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall Additional Interest will again be increased commence accruing pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest set forth above shall be the exclusive monetary remedy available to Holders for more than one each Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement Exchange Offer has not been Consummated on or before prior to the date specified for such filingconsummation in this Agreement, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective at any time at which it is required to be effective under this Agreement (other than for during a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective ), as applicable (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any the particular Entitled Securities, Transfer Restricted Securities the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest pursuant to this Section 5 shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is continuing and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities who is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement or any subsequent amendment (shall not be entitled to Additional Interest with respect to any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment Shelf Registration Statement. All accrued Additional Interest shall be payable to the Holders entitled thereto, in respect the manner provided for the payment of which such information is so provided)interest in the Indenture, as more fully set forth in the Indenture and the Securities. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of 60 days after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other or fail to be usable for its intended purpose for more than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective 30 calendar days (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (each such increase the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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 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 Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not timely delivered requested 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. The Additional Interest set forth above shall be the exclusive monetary remedy available to Holders for any Registration Default.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 360 days after the Closing Date (or if such 360th day is not a Business Days of Day, the Exchange Offer Effectiveness Target Date next succeeding Business Day) or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days amended immediately by a post-effective amendment to thereto that cures such Registration Statement failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company Issuer hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall, from and including the date on which such Registration Default shall occur to, but excluding, the date on which all Registration Defaults shall have been cured, be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase increases exceed in the aggregate 1.00% per annumannum (such additional interest, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of additional interest pursuant to this Section 5 shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is pending and (ii) a time. The amount holder of Additional Interest will be determined on Initial Securities or Exchange Securities who is not entitled to the basis benefit of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything including by reason of failure to the contrary hereinprovide information required pursuant to Section 4(b) hereof, a Holder will shall not be entitled to any Additional Interest under additional interest pursuant to this Article 6 if such Holder has not provided all registration information Section 5 with respect to the Company as required herein at least two Business Days prior a Registration Default that pertains to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Statement. All obligations of the Company Issuer and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If any of the Initial Securities are Transfer Restricted Securities as of the Exchange Date and any of (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filingExchange Offer has not been Consummated, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in pursuant to this Agreement (by the “Effectiveness Target Date”), Commission or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than at any time at which it is required to be or fails to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Parent, the Company and the other Guarantors hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any one or more Registration Default Defaults and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.000.50 % per annumannum (any such increase, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company For the avoidance of doubt, the amount of additional interest payable shall not be required to pay Additional Interest for increase solely because more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months has occurred and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)pending. All obligations of the Parent, the Company and the other Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Agreement, (iiiii) the Exchange Offer has not been Consummated (and the Shelf Registration has not been filed) within 30 Business Days of 365 days after the Closing Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.000.50% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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 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 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 Shelf Registration Statement.

Additional Interest. If (ia) the Company fails to file any of Exchange Offer Registration Statement or the Shelf Registration Statements required by this Agreement on or before the date specified for such filingStatement, if any; (ii) any of the Registration Statements required by this Agreement as applicable, has not been declared effective by the Commission SEC on or prior to the date deadlines for effectiveness specified for such effectiveness in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Target Date”), (iiib) the Company fails to consummate the Exchange Offer has not been Consummated within 30 Business Days days of the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (ivc) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement, as applicable, is filed and declared effective but shall thereafter cease ceases to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iv)c) above, a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedby one-quarter of one percent per annum, but which rate will increase by one quarter of one percent each 90-day period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event shall such increase exceed 1.00% one half of one percent per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the accrual of Additional Interest will cease and the interest rate borne by the relevant Entitled Securities will be reduced revert to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be required paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will shall be determined on deemed to accrue from and including the basis of a 360-day year comprised of twelve 30-day months and following the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullapplicable Event Date.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has Exchange Offer is not been declared effective by the Commission Consummated on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Exchange Deadline, (iiib) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is filed and not declared effective but shall thereafter cease (or does not automatically become effective) on or prior to the 180th calendar day following any Shelf Filing Deadline (or if such 180th day is not a Business Day, the next succeeding Business Day), or (c) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be effective (other than for a Suspension Period) without being succeeded within five Business Days filed by a post-effective amendment to such Registration Statement that the terms of this Agreement is declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 30 calendar days, excluding any Blackout Period (each such event referred to in clauses (ia) through (iv)c) above, a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) ), in each case until all the Registration Defaults have been cured, but in Default no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securitieslonger exists; provided, however, that, if after any such reduction that at no time shall the amount of the Additional Interest exceed in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisionsaggregate 1.0% per annum. The Company Issuers shall not be required obligated to pay Additional Interest for more than one Registration Default at a any given time. The amount Following the cure of all Registration Defaults, Additional Interest will be determined cease to accrue and the interest rate on the basis of a 360-day year comprised of twelve 30-day months and Transfer Restricted Securities will revert to the actual number of days on which original rate; provided, however, that, if after the date such Additional Interest accrued during such period. In connection with a ceases to accrue, another Registration Default in respect of a Shelf Registration Statementoccurs, notwithstanding anything Additional Interest will again commence accruing pursuant to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)foregoing provisions. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Notwithstanding Section 2.4.6 of the Loan Agreement, Lender shall be entitled to receive Additional Interest (defined below) on the Additional Loan Amount. The term “Additional Interest” shall mean the amount, if any, by which the Minimum Interest Amount (defined below) exceeds the sum of all monthly payments of interest actually paid on the Additional Loan Amount, at the time of calculation. The term “Minimum Interest Amount” shall mean an amount equal to the sum of all interest accruing at the rate of twenty-five percent (25%) per annum (compounded monthly) on the full Additional Loan Amount for a period of twelve (12) months. Concurrently with any partial prepayment of the Additional Loan Amount in connection with the (i) the Company fails to file any sale of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; Units and/or (ii) the granting of parking licenses and other similar licenses for which Borrower received a fee or other compensation, at the Property relating to the use of any amenities now or hereafter provided at the Property, including Storage Bin Licenses (defined below), in the manner provided in the Loan Agreement during the first twelve months after the closing of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement Loan Increase (the “Effectiveness Target DateFirst Year Period”), (iii) Borrower shall make partial payments of Additional Interest equal to the Exchange Offer has not been Consummated within 30 Business Days product of 25%, multiplied by the principal amount of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Period) without Additional Loan Amount being succeeded within five Business Days prepaid, multiplied by a post-effective amendment to such Registration Statement that fraction, the numerator of which is declared effective the number of days left in the First Year Period as of the date of the repayment and the denominator of which is 360. Concurrently with any payment or prepayment of the Additional Loan Amount in full (each such event referred to in clauses (i) through (ivby acceleration or otherwise), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Securities Borrower shall pay all accrued and unpaid Additional Interest to Lender. So long as no Event of Default shall exist and shall be increased by 0.25% per annum during continuing and there shall remain sufficient funds in the 90-day period immediately following Interest Reserve Account more particularly described in that certain Pledge and Assignment of Reserve Accounts dated as of even date herewith, Lender shall disburse a portion of the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (funds in such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating Interest Reserve Account to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required itself to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will then due and payable pursuant to this Section 4.2, which funds shall be determined on the basis of a 360-day year comprised of twelve 30-day months disbursed in accordance with and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything subject to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullSection 4.5C below.

Additional Interest. If any of the Securities are not Freely Tradable by the Exchange Date and either (i) the Company fails to file any of the Registration Statements required by this Agreement Exchange Offer has not been Consummated on or before prior to the date specified for such filing, if any30th day after the Exchange Date; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to before the date specified for on which such effectiveness in this Agreement (Shelf Registration Statement is required to be declared effective by the “Effectiveness Target Date”), Commission pursuant to Section 4(a)(y) or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-at any time at which it is required to be effective amendment to such Registration Statement that is declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during (the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) until from and including the date on which such Registration Default has occurred to but excluding the date on which all Registration Defaults have been cured, but . All accrued Additional Interest shall be paid in no event shall such increase exceed 1.00% per annumcash on each Additional Interest Payment Date. Following At the earlier of (i) the cure of all Registration Defaults relating to any the particular Entitled SecuritiesTransfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled such Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date and no Shelf Registration Statement has been filed or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) within 30 Business Days of after the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (other than after the consummation of the Exchange Offer in the case of the Exchange Offer Registration Statement for a Suspension Periodperiod in excess of five Business Days) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”) (provided that the additional interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase increases exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has Exchange Offer is not been declared effective by the Commission Consummated on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Exchange Deadline, (iiib) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is filed and not declared effective but shall thereafter cease (or does not automatically become effective) on or prior to the 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day), or (c) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be effective (other than for a Suspension Period) without being succeeded within five Business Days filed by a post-effective amendment to such Registration Statement that the terms of this Agreement is declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 30 calendar days, excluding any Blackout Period that does not exceed 45 days in any three-month period or 90 days in any twelve-month period (each such event referred to in clauses (ia) through (iv)c) above, a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.251.0% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) for the period of occurrence of the Registration Default until all such time as no Registration Defaults have been cured, but Default is in no event shall such increase exceed 1.00% per annumeffect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to any particular Entitled Securities, accrue and the interest rate borne by on the relevant Entitled Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Entitled Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall Additional Interest will again be increased commence accruing pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 40 Business Days of after the Exchange Offer Effectiveness Target Date Registration Statement has become effective under the Securities Act or (iv) any the Shelf Registration Statement required by this Agreement or the Exchange Offering Registration Statement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension its intended purpose, except during any Blackout Period) , without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) 90 days thereafter until all Registration Defaults have been cured, but in no event shall such increase aggregate additional interest exceed 1.000.5% 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.” The Issuers shall not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which All Additional Interest accrued during such period. In connection with a Registration Default pursuant to this Section 5 shall be paid in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not manner provided all registration information to for in the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Indenture. All obligations of the Company Issuers set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five two Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv)) above, a “Registration Default”), Cinemark and the Company Guarantors hereby agrees that agree to pay, jointly and severally, additional cash interest (“Additional Interest”) to each Holder of Applicable Securities. Such Additional Interest, with respect to the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any each such Registration Default and Default, shall equal an increase in the annual interest rate on the Notes by 0.5%. The amount of Additional Interest will increase by 0.25an additional 0.5% per annum at the beginning of with respect to each subsequent 90-day period (relating to each such increase, “Additional Interest”) Registration Default until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum. The Securities will not accrue Additional Interest from and after the second anniversary of the Issue Date even if Cinemark is not in compliance with its obligations under this Agreement. Cinemark shall notify the Trustee within one Business Day after (i) each and every Registration Default and (ii) the date the Registration Default has been so cured. Cinemark and the Guarantors shall, jointly and severally, pay all accrued Additional Interest to Holders in New York, New York by wire transfer of immediately available funds or by federal funds check in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Entitled Applicable Securities, the interest rate borne by the relevant Entitled accrual of Additional Interest with respect to such Applicable Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisionscease. The Company shall not be required parties agree that the obligation to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis sole remedy of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (Holders with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)damages arising from a Registration Default. All obligations of Cinemark and the Company Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Applicable Security at the time such security ceases to be an Entitled Applicable Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file Exchange Offer Registration Statement or any of the Shelf Registration Statements Statement required by this Agreement is not filed with the Commission on or before prior to the date specified for such filingfiling in this Agreement, if any; (ii) the Exchange Offer Registration Statement or any of the Shelf Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of on or prior to the Exchange Offer Effectiveness Target Date date specified for such consummation in this Agreement or (iv) any Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other or fail to be usable for its intended purpose for more than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective 30 days (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (during which such increase, “Additional Interest”) until all Registration Defaults have been curedDefault continues, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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 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 Transfer Restricted Securities or Exchange Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to the Shelf Registration Statement.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other or fail to be usable for its intended purpose for more than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective 30 days in the aggregate of any 12 consecutive month period (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (any such increase in the interest rate borne by the Transfer Restricted Securities being referred to herein as “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required provisions to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled give effect to any such Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Interest. All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to the Section 6(c)(i), if (i) the Company fails to file any of the such Shelf Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated within 30 Business Days of 365 days after the Closing Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (other than for a Suspension Period) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective effective) for a period in excess of 30 days (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (provided that the Additional Interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at any one time) and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period during which such Registration Default continues (any such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase Additional Interest exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one A Registration Default at referred to in this Section 5 shall be deemed not to have occurred and be continuing in relation to any Registration Statement required by this Agreement or the related Prospectus if such Registration Default has occurred solely as a time. The amount result of Additional Interest will be determined on the basis exercise of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to Suspension Right by the Company as required herein at least two Business Days prior pursuant to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Section 6(c)(i) hereof. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. The Additional Interest set forth in this Section 5 shall be the exclusive monetary remedy available to Holders for each Registration Default.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of (or if such 30th day is not a Business Day, the next succeeding Business Day) after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (“Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantor set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) Exchange Date the Exchange Offer has not been Consummated within 30 Business Days of Consummated, (ii) by the Exchange Offer Effectiveness Target Date requisite time after the Shelf Filing Deadline any Shelf Registration Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the Commission or (iviii) any Registration Statement required by this Agreement is filed and has been declared effective (or automatically becomes effective) but shall thereafter cease ceases to be effective (other at any time at which it is required to be effective under this Agreement for more than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement that is declared effective Suspension Period (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Initial Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of for each subsequent 90-day period, in each case for the period of occurrence of the Registration Default (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (A) the cure of all Registration Defaults relating to the particular Initial Securities (or, in the case of a failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) or (B) the second anniversary of the Closing Date (plus additional time equal to any particular Entitled Securitiesperiod when Additional Interest is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day period referred to in clause (iii) above), Additional Interest will cease to accrue and the interest rate borne by on the relevant Entitled Initial Securities will be reduced revert to the original interest rate borne by such Entitled Securitiesrate; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Initial Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay In no event will Additional Interest for accrue under more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or foregoing clauses (i), (ii) and (iii) at any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)one time. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Initial Security at the time such security ceases to be an Entitled a Initial Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any Shelf Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the Consummation Deadline with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any 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 (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is declared itself effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (such increases, the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding any other provisions of this Section 5, no Additional Interest shall accrue for a Registration Default that occurs by reason of an Exchange Offer Blackout Period or a Shelf Blackout Period. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is pending and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities that is not entitled to the contrary hereinbenefits of the Registration Statement (because, a e.g., such Holder will has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment in respect of which such information is so provided)Registration Statement. All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five two Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event (but in each case excluding any such event with respect to the Exchange Offer or the Exchange Offer registration statement in each case from and after the time that the Company becomes obligated to file the shelf registration statement) referred to in clauses (i) through (iv)) above, a “Registration Default”), Cinemark and the Company Guarantors hereby agrees that agree to pay, jointly and severally, additional cash interest (“Additional Interest”) to each Holder of Applicable Securities. Such Additional Interest, with respect to the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any each such Registration Default and Default, shall equal an increase in the annual interest rate on the Notes by 0.5%. The amount of Additional Interest will increase by 0.25an additional 0.5% per annum at the beginning of with respect to each subsequent 90-day period (relating to each such increase, “Additional Interest”) Registration Default until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum. The Securities will not accrue Additional Interest from and after the second anniversary of the Closing Date even if Cinemark is not in compliance with its obligations under this Agreement. Cinemark shall notify the Trustee within one Business Day after (i) each and every Registration Default and (ii) the date the Registration Default has been so cured. Cinemark and the Guarantors shall, jointly and severally, pay all accrued Additional Interest to Holders in New York, New York by wire transfer of immediately available funds or by federal funds check in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Entitled Applicable Securities, the interest rate borne by the relevant Entitled accrual of Additional Interest with respect to such Applicable Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisionscease. The Company shall not be required parties agree that the obligation to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis sole remedy of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (Holders with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)damages arising from a Registration Default. All obligations of Cinemark and the Company Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Applicable Security at the time such security ceases to be an Entitled Applicable Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full.

Additional Interest. If any of the Securities are not Freely Tradable Securities by the Exchange Date and either (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filingExchange Offer has not been Consummated, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to (or has not automatically become effective) 45 days after the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Shelf Filing Deadline, (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective (or has automatically become effective) but shall thereafter cease ceases to remain effective at any time at which it is required to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to any the particular Entitled SecuritiesTransfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company additional interest set forth above shall not be required the exclusive monetary remedy available to pay Additional Interest Holders for more than one each Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Default. All obligations of the Company Issuers and the Initial Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (a) The parties hereto acknowledge and agree that the holders of Notes will suffer material damages if the Company and the Subsidiary Guarantors fail to fulfill their obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Subsidiary Guarantors hereby jointly and severally agree to pay additional cash interest ("Additional Interest") on Transfer Restricted Securities if (i) the Company fails to file any of the Registration Statements Statement required by this Agreement is not filed with the SEC on or before prior to the date specified for such filingFiling Deadline or Shelf Filing Deadline, if any; as applicable, (ii) any of the such Registration Statements required by this Agreement Statement has not been declared effective by the Commission SEC on or prior to the date specified for such effectiveness in this Agreement (applicable Effectiveness Deadline or the “Shelf Effectiveness Target Date”)Deadline, as applicable, (iii) the Registered Exchange Offer has not been Consummated within 30 Business Days of on or prior to the Exchange Offer Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days 5 days by a post-effective amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), . Additional Interest shall accrue and be payable on the Company hereby agrees that outstanding principal amount of Transfer Restricted Securities from the interest date of such Registration Default at a rate borne by the Entitled Securities shall be increased by of 0.25% per annum during for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of 1.0% per annum; provided, that the Company and the Subsidiary Guarantors shall in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a any given time. The amount Notwithstanding anything to the contrary set forth herein, (1) upon filing of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and Exchange Offer Registration Statement or the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, in the case of (ii) above, (3) upon Consummation of the Registered Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to Registration Statement or an additional Registration Statement that causes the Company as required herein at least two Business Days prior to the Effective Date of Exchange Offer Registration Statement or the Shelf Registration Statement to again be declared effective or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth made usable in the preceding paragraph to pay case of (iv) above, the Additional Interest that are outstanding with respect payable as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease to any Entitled Security at accrue upon the time such security ceases to be an Entitled Security shall survive until such time as cure of all such obligations with respect to such security shall have been satisfied in fullRegistration Defaults.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the period required by this Agreement after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose during any period in which such Registration Statement is required to remain effective or be usable pursuant to this Agreement without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed exceed, in the aggregate, 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect cease, and the interest rate borne by the relevant security will be reduced to such security shall have been satisfied in fullthe original interest rate borne by the Initial Securities.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (other than for a Suspension Periodafter the Effectiveness Target Date) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or before prior to the date specified for such filingapplicable Filing Deadline, if any; (ii) any of the such Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated within 30 Business Days of on or prior to the Exchange Offer Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within two Business Days (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the interest rate borne by Registration Default continues for the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the beginning week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced Holder who is not entitled to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect benefits of a Shelf Registration Statement, notwithstanding Statement shall be entitled to receive additional interest by reason of a Registration Default that pertains to a Shelf Registration Statement and no Holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchasers shall be entitled to additional interest by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, a Holder will not be entitled to any Additional Interest under this Article 6 (1) upon filing of the Exchange Offer Registration Statement (and/or, if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or any subsequent amendment an additional Registration Statement that causes the Exchange Offer Registration Statement (with respect and/or, if applicable, the Shelf Registration Statement) to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth again be declared effective or made usable in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.case of

Additional Interest. If The Company and the Initial Purchasers agree that Holders will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Transfer Restricted Securities (“Additional Interest”) if, as of the applicable time limits provided for in this Agreement, (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (ivii) any Shelf Registration Statement Statement, if required by this Agreement is filed and hereby, has not been declared effective but shall thereafter cease to be effective (other than for a Suspension Periodor has not automatically become effective) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective the Commission (each such event referred to in clauses (i) through and (ivii), a “Registration Default”), . The Additional Interest shall accrue after such Registration Default on the Company hereby agrees that principal amount of the interest Transfer Restricted Securities at a rate borne by the Entitled Securities shall be increased by of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default 400th day after the Closing Date and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period, in each case for the period (such increase, “Additional Interest”) until all of the Registration Defaults have been curedDefault, but in no event shall such increase hereunder or under any other Registration Rights Agreement (as defined in the Indenture) exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any the particular Entitled SecuritiesTransfer 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 borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months has occurred and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statementis pending, notwithstanding anything to the contrary herein, (ii) a Holder will of Transfer Restricted Securities shall not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information with respect to a Registration Default pursuant to clause (ii) of the preceding paragraph, unless it is entitled to the Company as required herein at least two Business Days prior to the Effective Date benefits of the such Shelf Registration Statement or any subsequent amendment pursuant to Section 4(a) and has complied with its obligations pursuant to Section 4(b), within the time limits provided for therein, and (with respect to any period subsequent to such amendment and prior iii) no Additional Interest shall be payable to the next amendment extent any Transfer Restricted Securities are receiving such additional interest payable pursuant to another Registration Rights Agreement (as defined in respect of which the Indenture), except to the extent the Additional Interest payable hereunder exceeds such information is so provided)amount. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of Exchange Offer has not been Consummated by the Registration Statements required by this Agreement on or before the date specified for such filingExchange Date, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on by the Shelf Effectiveness Deadline or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (other than for or otherwise available in a Suspension Period) without being succeeded within five Business Days by a post-period during which it is required to be effective amendment to such Registration Statement that is declared effective under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following annum on the cure principal amount of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Transfer Restricted Securities; provided, however, that, if after any such reduction provided that the Company and the Guarantors shall in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not no event be required to pay Additional Interest for more than one Registration Default at a any given time. The amount At the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities. All accrued Additional Interest will shall be determined on paid by the basis of a 360-day year comprised of twelve 30-day months Company and the actual number of days Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything their behalf) to the contrary hereinHolders entitled thereto, a Holder will not be entitled to any Additional in the manner provided for the payment of interest in the Indenture, on each Interest under this Article 6 if such Holder has not provided all registration information to Payment Date, as more fully set forth in the Company as required herein at least two Business Days prior to Indenture, the Effective Date of Initial Notes and the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Exchange Notes. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has Exchange Offer is not been declared effective by the Commission Consummated on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Exchange Deadline, (iiib) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is filed and not declared effective but shall thereafter cease (or does not automatically become effective) on or prior to the 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day), or (c) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be effective (other than for a Suspension Period) without being succeeded within five Business Days filed by a post-effective amendment to such Registration Statement that the terms of this Agreement is declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iv)c) above, a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.251.0% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) for the period of occurrence of the Registration Default until all the earlier of the consummation of the Exchange Offer and such time as no Registration Defaults have been cured, but Default is in no event shall such increase exceed 1.00% per annumeffect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to any particular Entitled Securities, accrue and the interest rate borne by on the relevant Entitled Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Entitled Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall Additional Interest will again be increased commence accruing pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on paid as provided in the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Indenture. All obligations of the Company Issuers set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If either (i) the Company fails to file any of the Registration Statements required by this Agreement Exchange Offer has not been Consummated on or before prior to the date specified for such filingExchange Date and the Issuers have not filed a Shelf Registration Statement with the Commission prior to the Shelf Filing Deadline, if any; (ii) any of the Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Shelf Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iviii) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-or usable at any time at which it is required to be effective amendment to such under this Agreement excluding any Blackout Period or Exchange Offer Registration Statement that is declared effective Suspension Period (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any the first Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annumannum of the principal amount of Transfer Restricted Securities in the aggregate. Following The accural of Additional Interest will cease upon the cure earliest to occur of: (1) the Consummation of the Exchange Offer; (2) the Shelf Registration Statement having been declared effective and continuing to be (or, after a cessation, having again become) effective and usable in connection with resales of Transfer Restricted Securities; and (3) the date on which no Transfer Restricted Securities are outstanding. On the date all Registration Defaults relating to any the particular Entitled SecuritiesTransfer Restricted Securities have ceased, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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 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 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 Issuers pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains solely to the Shelf Registration Statement.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has Exchange Offer is not been declared effective by the Commission Consummated on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Exchange Deadline, (iiib) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is filed and not declared effective but shall thereafter cease (or does not automatically become effective) on or prior to the 90th calendar day following any Shelf Filing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), or (c) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be effective (other than for a Suspension Period) without being succeeded within five Business Days filed by a post-effective amendment to such Registration Statement that the terms of this Agreement is declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iv)c) above, a “"Registration Default”"), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.251.0% per annum during payable in cash ("Additional Interest") for the 90-day period immediately following the of occurrence of any the Registration Default until the earlier of the consummation of the Exchange Offer and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) until all time as no Registration Defaults have been cured, but Default is in no event shall such increase exceed 1.00% per annumeffect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to any particular Entitled Securities, accrue and the interest rate borne by on the relevant Entitled Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Entitled Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall Additional Interest will again be increased commence accruing pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on paid as provided in the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Indenture. All obligations of the Company Issuers set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay as liquidated damages, if (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the Exchange Offer Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), additional interest (the Company hereby agrees that “Additional Interest”) shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. The rate borne by of the Entitled Additional Interest will be $0.05 per week per $1,000 principal amount of Transfer Restricted Securities shall be increased by 0.25% per annum during for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by 0.25% an additional $0.05 per annum at the beginning week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% up to a maximum additional interest rate of $0.20 per annumweek per $1,000 principal amount of Transfer Restricted Securities. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount Any amounts of Additional Interest due pursuant to this Section 5 will be determined payable in the manner provided for the payment of interest in the Indenture, on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional each Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration StatementPayment Date, notwithstanding anything applicable to the contrary hereinHolders of record specified in the Indenture, a Holder will not be entitled to commencing with the first such date occurring after any Additional Interest under this Article 6 if such Holder has not provided all registration information commences to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)accrue. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has are not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement Sections 3(a) and 4(a), as applicable, (the “Effectiveness Target Date”each, an "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 30 Business Days of business days, or longer, if required by federal securities laws, after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement has been declared effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Period) or fail to be usable in connection with resales of Transfer Restricted Securities without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "BLACKOUT PERIOD") (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), the Company hereby agrees that and the Subsidiary Guarantors, jointly and severally, agree to pay additional interest rate borne ("ADDITIONAL INTEREST") to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the beginning week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (such increase, “Additional Interest”or portion thereof) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and the Subsidiary Guarantors in no event shall such increase exceed 1.00% per annumthe same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount accrual of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullTransfer Restricted Securities will cease.

Additional Interest. If (i) the Company fails to file any of Exchange Offers have not been Consummated within 540 days after the Registration Statements required by this Agreement on Closing Date (or before if such 540th day is not a Business Day, the date specified for such filingnext succeeding Business Day) or, if any; (ii) any of the a Shelf Registration Statements Statement is required by hereunder, a Shelf Registration Statement in accordance with this Agreement has not been declared effective by the Commission on or prior to the such date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (ivii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Effectiveness Period (other than for a except as specifically permitted herein, including with respect to any Shelf Suspension PeriodPeriod as provided in Section 4(a) hereof or because of the sale of all Transfer Restricted Securities under such Registration Statement) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through and (ivii), a “Registration Default”), the Company Co-Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one A Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (ends with respect to any period subsequent to Initial Securities when such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases Initial Securities cease to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullTransfer Restricted Securities.

Additional Interest. If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that, if (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the Exchange Offer Effectiveness Target Date Consummation Deadline or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective (other than or fails to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Shelf Registration Statement 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 Issuers shall pay, as liquidated damages for such Registration Default, additional interest (“Additional Interest”) that shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities at the rate borne by the Entitled Securities shall be increased by of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and Default. The amount of Additional Interest shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been are cured, but in no event shall the aggregate amount of such increase Additional Interest exceed 1.00% per annum. Notwithstanding the foregoing, in no event will Additional Interest accrue under more than one of the foregoing clauses (i) through (iv) at any one time. Any such Additional Interest on the relevant Transfer Restricted Securities shall be the exclusive monetary remedy available to the Holders of such Transfer Restricted Securities for any Registration Default, and a Registration Default shall not constitute a default under the Indenture. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled Transfer Restricted Securities; provided, however, that, that if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated within 30 Business Days of 40 business days after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), DigitalNet Holdings, the Company and the Subsidiary Guarantor hereby agrees agree jointly and severally that they will pay Liquidated Damages to each Holder of Transfer Restricted Securities, with respect to the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any Registration Default and shall in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder. The amount of the Liquidated Damages will increase by 0.25% an additional $0.05 per annum at the beginning week per $1,000 principal amount of such Transfer Restricted Securities with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall up to a maximum amount of Liquidated Damages for all Registration Defaults of $0.385 per week per $1,000 principal amount of such increase exceed 1.00% per annumTransfer Restricted Securities. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the accrual of Liquidated Damages will cease and the interest rate borne by the relevant Entitled Transfer Restricted Securities will shall be reduced to the original interest rate borne by such Entitled Transfer Restricted Securities; provided, however, that, if after any such reduction in interest ratecure, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities Liquidated Damages shall again be increased accrue pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of DigitalNet Holdings, the Company and the Subsidiary Guarantor set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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.

Additional Interest. If In the event that any of the Securities are not Freely Tradable Securities on or before the Exchange Date and (i) the Company fails to file any of the Registration Statements Exchange Offer, if required by this Agreement Agreement, has not been Consummated on or before the date specified for such filing, if anyExchange Date; (ii) any of Shelf Registration Statement, if required hereby, has not been filed with the Commission by the date that is 30 days following the Exchange Date, (iii) any Shelf Registration Statements Statement, if required by this Agreement hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement later to occur of (the “Effectiveness Target Date”), (iiix) the Exchange Offer has not been Consummated within 30 Business Days of 90th day after such Shelf Registration Statement was required to be filed hereby or (y) the Exchange Offer Effectiveness Target date that is 456 days after the Closing Date or (iv) any Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective at any time at which it is required to be effective under this Agreement (other than for a Suspension Period) without being as long as such Registration Statement has not been succeeded within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is declared effective effective) (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased increase by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, increase “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to any particular Entitled Securitiesor (ii) all Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled the Transfer Restricted Securities; provided, however, that, if after any such reduction in interest raterate due to the cure of a Registration Default, a different Registration Default occurs, the interest rate borne by the relevant Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The In no event shall the Company shall not be required to pay Additional Interest for more than one Registration Default at a any given time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 agrees, regardless of any Blackout Period then in effect pursuant to Section 4(c) hereof, that the interest rate borne by the Entitled Initial Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (it being understood that the Company and the Guarantors shall in no event be required to pay such Additional Interest for more than one Registration Default 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 all Registration Defaults relating to any particular Entitled Initial Securities, the interest rate borne by the relevant Entitled Initial Securities will be reduced to the original interest rate borne by such Entitled Initial Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Initial Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which All Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything pursuant to this Section 5 shall be paid to the contrary hereinRecord Holders entitled thereto, a Holder will not be entitled to any in the manner provided for the payment of interest in the Indenture, on each Additional Interest under this Article 6 if such Holder has not Payment Date, as provided all registration information to for in the Company as required herein at least two Business Days prior to Indenture and the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Notes. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the Exchange Offer Date and no Shelf Registration Statement has been filed by the Shelf Filing Deadline or no Shelf Registration Statement has been declared effective by the Commission (or automatically become effective under the Securities Act in the case of a Shelf Registration Statement) by the Shelf Effectiveness Target Date or (ivii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose during the time period it is required pursuant to this agreement to be continuously effective without being succeeded within five Business Days promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (i) through and (ivii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase increases exceed 1.00% per annum. Following the earlier of (x) cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities and (y) the date on which there are no outstanding Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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 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 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 Issuers 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. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other or fail to be usable for its intended purpose for more than for a Suspension Period) 30 calendar days, without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (such amount, at any time when accruing pursuant to this Agreement, the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the 450th day after the Closing Date with respect to the Exchange Offer Effectiveness Target Registration Statement (or if such 450th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 450th day after the Closing Date (or if such 450th day is not a Business Day, the succeeding Business Day) or (iviii) any a Shelf Registration Statement is required by this Agreement is has been filed and declared effective but but, subject to any Blackout Period, shall thereafter cease to be effective (other than for a Suspension Period) without being succeeded within five Business Days promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (or combination of Registration Defaults) and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall all such increases in the aggregate exceed 1.00% per annum, and in no event shall such increase exceed 1.000.25% per annumannum in any 90-day period regardless of how many Registration Defaults occur in such 90-day period. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantor set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 365 days after the Closing Date (or if such 365th day is not a Business Days of Day, the Exchange Offer Effectiveness Target Date next succeeding Business Day) or (ivii) any Shelf Registration Statement required by this Agreement is not filed prior to the applicable Shelf Filing Deadline or filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for its intended purpose for a period of time (expect as specifically permitted herein, including with respect to any Shelf Suspension PeriodPeriod as provided in Section 4(a) hereof or because of the sale of all Transfer Restricted Securities under such Shelf Registration Statement) without being succeeded within five Business Days immediately by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through and (ivii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by another 0.25% thereafter (to a maximum of 0.50% per annum at the beginning of each subsequent 90-day period annum) (such increaseinterest, “Additional Interest”) until ); provided that Additional Interest shall accrue only for those days that a Registration Default occurs and is continuing, including the date on which any Registration Default shall occur but not including the date on which all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Additional Interest shall not be payable with respect to Registration Defaults for any period during which a Shelf Registration Statement is effective and usable by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on with respect to the basis of a 360-day year comprised of twelve 30-day months and Transfer Restricted Securities to any Holder if the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of failure arises from the Company’s failure to file, or cause to become effective, a Shelf Registration Statement, notwithstanding anything to Statement within the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if time periods specified in Section 4 by reason of the failure of such Holder has not provided all registration to provide such information to as (i) the Company as required herein at least two Business Days may reasonably request, with reasonable prior to the Effective Date of written notice, for use in the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior Prospectus included therein to the next amendment in respect of which extent the Company reasonably determines that such information is so provided). All obligations required to be included therein by applicable law, (ii) FINRA or the SEC may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder as contained herein to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared or otherwise become effective, including, without limitation, a signed notice and questionnaire as distributed by the Company set forth consenting to such Holder’s inclusion in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time Prospectus as a selling security holder, evidencing such security ceases Holder’s agreement to be an Entitled Security bound by the applicable provisions of this Agreement and providing such further information to the Company as the Company may reasonably request. For the avoidance of doubt, a Registration Default or a default or event of default under this Agreement shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullnot constitute a default or event of default under the Indenture.

Additional Interest. If (i) the Company fails Exchange Offer has not been Consummated (and a Shelf Registration has not been filed) within 365 days after the Closing Date with respect to file any of the Exchange Offer Registration Statements required by this Agreement on or before the date specified for such filingStatement, if any; (ii) any of the Shelf Registration Statements Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) 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 for its intended purpose at any time (other than for except during a Suspension Period) during the applicable period specified in Section 4(a) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iviii), a “Registration Default”), as liquidated damages for such Registration Default, the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period period, (such increaseincreases, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase increases exceed 1.00% per annumannum in the aggregate. Following Any amounts of Additional Interest due pursuant to this 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. As of the earlier of (x) the cure of all Registration Defaults relating to any particular Entitled 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 Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one will accrue and be payable only with respect to a single Registration Default at a any given time, notwithstanding the fact that multiple Registration Defaults may exist at such time. The amount accrual of Additional Interest will shall be determined on the basis sole and exclusive remedy available to the Holders of a 360-day year comprised of twelve 30-day months Transfer Restricted Securities for any Registration Default, and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of shall not constitute a Shelf Registration Statement, notwithstanding anything to default under the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Indenture. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to Section 4(b) and the Suspension Rights referred to in Section 6(c)(i) below, if (i) the Company fails to file any of the Exchange Offer Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements Statement required by this Agreement has not been declared effective by the Commission on or prior to Effectiveness Deadline or the date specified for such effectiveness in this Agreement Shelf Registration Statement (if required pursuant to Section 4 hereof) has not become effective on or prior to the “Shelf Effectiveness Target Date”)Deadline, (ii) the Exchange Offer, if permitted, has not been Consummated on or prior to the Consummation Deadline, or (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable prior to the Consummation of the Exchange Offer (other than unless such lack of effectiveness is cured on or prior to the Consummation Deadline) or (iv) the Shelf Registration Statement (if required pursuant to Section 4 hereof) is filed and becomes effective but shall thereafter cease to be effective or fails to be useable in connection with resales of Transfer Restricted Securities for a Suspension Period) without being succeeded within five Business Days by a postperiod of time that exceeds 120 days in the aggregate in any 12-effective amendment to such Registration Statement that is declared effective month period during the required effectiveness period under this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees that the to pay to each Holder affected thereby additional interest rate borne by the Entitled Securities shall be increased by (“Additional Interest”) in an amount equal to 0.25% per annum during for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the Additional Interest shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of 0.50% per annum; provided that (a) the Company shall in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at any given time and (b) a timeHolder of Transfer Restricted Securities who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default relating to such Shelf Registration Statement. Notwithstanding anything to the contrary set forth herein, a Registration Default ends (and the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), or (iv), as applicable, shall cease) when the Transfer Restricted Securities cease to be Transfer Restricted Securities or, if earlier, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above. All accrued Additional Interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date following the date of such Registration Default, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest was applicable during such period (determined on the basis of a 360-day year comprised composed of twelve 12 30-day months months, but it being understood that if the regular interest payment date of the Transfer Restricted Securities is not a Business Day and the actual number payment is made on the next succeeding Business Day, no further interest will accrue as a result of days on such delay), and the denominator of which is 360. Notwithstanding the fact that any securities for which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statementare due cease to be Transfer Restricted Securities, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at securities that accrued prior to the time that such security ceases securities ceased to be an Entitled Security Transfer Restricted Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Exchange Offer Registration Statements required by this Agreement is not filed with the Commission on or before prior to the date specified for such filingthat is 270 days following the Closing Date, if any; (ii) any of the Shelf Registration Statements required 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 this Agreement 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 for such effectiveness in this Agreement clause (the “Effectiveness Target Date”)y) of Section 4(a) hereof, (iiiv) the Exchange Offer has not been Consummated within 30 Business Days of on or prior to the Exchange Offer Effectiveness Target date that is 360 days following the Closing Date or (ivvi) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivvi), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective (except in the case 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”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Entitled 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 borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled Transfer Restricted Securities; provided, however, thatthat if, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is pending and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities that is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or any subsequent amendment (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 any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment Shelf Registration Statement. Any Additional Interest payable will be payable in the same form of payment elected by the Company for the payment of interest with respect of which such information is so provided)to the applicable interest period. All obligations of the Company and the Guarantors set forth in the preceding first paragraph to pay Additional Interest of this Section 5 that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or before prior to the date specified for such filingapplicable Filing Deadline, if any; (ii) any of the such Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer (if required) has not been Consummated within 30 Business Days of on or prior to the Exchange Offer Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose during the period it is required to be effective pursuant to the terms hereof without being succeeded within five ten Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within ten Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantors hereby agrees that the jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest rate borne by the Entitled Securities shall be increased by (such interest, "Registration Default Interest") in an amount equal to 0.25% per annum during of the principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of any such Registration Default. The amount of the Registration Default and Interest shall increase by an additional 0.25% per annum at of the beginning principal amount of Transfer Restricted Securities held by such Holder with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but up to a maximum amount of Registration Default Interest of 0.50% per annum of the principal amount of Transfer Restricted Securities held by such Holder; provided that the Company and the Guarantors shall in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Registration Default Interest for more than one Registration Default at a any given time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding Notwithstanding anything to the contrary set forth herein, a Holder will not be entitled to any Additional Interest under this Article 6 (1) upon filing of the Exchange Offer Registration Statement (and/or, if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, (4) upon the filing of a post-effective amendment to the Registration Statement or any subsequent amendment an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, or (5) if sooner, upon the first date on which no Transfer Restricted Securities remain outstanding, in the case of clauses (i) through (iv) above, the Registration Default Interest payable with respect to any period subsequent to the Transfer Restricted Securities as a result of such amendment and prior clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Registration Default Interest shall be paid to the next amendment Holders entitled thereto, in respect the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which such information is so provided). All Registration Default Interest are due cease to be Transfer Restricted Securities, all obligations of the Company set forth in and the preceding paragraph Guarantors to pay Additional Registration Default Interest that are outstanding with respect to any Entitled Security at securities that accrued prior to the time such security ceases securities ceased to be an Entitled Security Transfer Restricted Securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. (a) If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has are not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement Sections 3(a) and 4(a), as applicable, (the “each, an "Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated within 30 Business Days of business days, or longer, if required by federal securities laws, after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Period) or usable in connection with resales of Transfer Restricted Securities without being succeeded within five Business Days two (2) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), the Company hereby agrees that Issuers and Guarantors, jointly and severally, agree to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the beginning week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (such increase, “Additional Interest”or portion thereof) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities; provided that the Issuers and Guarantors shall in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a any given time. The amount All accrued Additional Interest shall be paid to Record Holders by the Issuers and Guarantors in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullTransfer Restricted Securities will cease.

Additional Interest. If (i) unless the Company fails to file any of Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 365 days after the date specified for such effectiveness Closing Date (the “Exchange Offer Effectiveness Target Date”), (ii) in this Agreement the event the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 365 days after the obligation to file a Shelf Registration Statement arises (the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case 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 (iv), a “Registration Default”), the Company and the Guarantors hereby agrees agree that the interest rate borne by the Entitled affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Entitled 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 borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company NY1:1660195.4 Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is pending and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities that is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or any subsequent amendment (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 any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment in respect of which such information is so provided)Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “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) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annumannum (any such increase, “Additional Interest”), provided, that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any time. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of 365 days after the Exchange Offer Effectiveness Target Closing Date or (ivii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable for its intended purpose (other than for during a Suspension PeriodPeriod (as defined below)) without being succeeded within five 10 Business Days by a any additional Registration Statement or post-effective amendment to that is filed and subsequently declared effective and cures the failure of such Registration Statement that is declared to be effective or usable (each such event referred to in clauses (i) through and (iv)ii) above, a “Registration Default”), then the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased (“Additional Interest”) by 0.25% per annum during the first 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the accrual of Additional Interest will cease and the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All accrued and unpaid Additional Interest shall be paid by the Company on each applicable Interest Payment Date. The Company sole remedy for all Registration Defaults shall be the payment of Additional Interest as set forth herein. For the avoidance of doubt, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months has occurred and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, is pending and (ii) a Holder will of Transfer Restricted Securities that has not timely delivered the information requested by the Company pursuant to Section 4(b) hereof shall not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information with respect to the Company as required herein at least two Business Days prior a Registration Default that pertains to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Statement. All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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 the foregoing, the Company shall be permitted to suspend the use of a Shelf Registration Statement without paying Additional Interest for a period not to exceed 60 consecutive calendar days or an aggregate of 90 calendar days in any twelve-month period (a “Suspension Period”), if, in the Company’s good faith determination, the continued effectiveness of such Shelf Registration Statement and the use of the related Prospectus would require the public disclosure of material non-public information of the Company. As promptly as practicable following its good faith determination that the event causing the Suspension Period set forth in the preceding sentence no longer exists, the Company shall terminate the Suspension Period and notify each Holder of such termination.

Additional Interest. If Subject to the rights of the Escrow Issuer (and, after the Merger, the Company) set forth in Sections 4(c), 4(d) and 6(d) hereof, if (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iiiii) the Exchange Offer has not been Consummated within 30 Business Days of on or prior to the Exchange Offer Effectiveness Target Date Consummation Deadline or (iviii) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a its intended purpose, except during any Suspension Period) , without being succeeded within five 10 Business Days by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is filed and itself declared effective within such 10 Business Day period (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Escrow Issuer (and, after the Merger, the Company and the Guarantors, jointly and severally) hereby agrees that the agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest rate borne by the Entitled Securities shall be increased by in an amount equal to 0.25% per annum during of the principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by an additional 0.25% per annum at of the beginning principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but up to a maximum amount of additional interest for all Registration Defaults of 1.0% per annum of the principal amount of Transfer Restricted Securities; provided that the Escrow Issuer (and, after the Merger, the Company and the Guarantors) shall in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest additional interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on any given time and, in the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect case of a Shelf Registration Statement, notwithstanding it is expressly understood that additional interest would be payable only with respect to Transfer Restricted Securities so requested to be registered pursuant to Section 4(a)(ii) of this Agreement. Notwithstanding anything to the contrary set forth herein, a Holder will not be entitled to any Additional Interest under this Article 6 (1) upon filing of the Exchange Offer Registration Statement (and/or, if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or any subsequent amendment an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to any period subsequent to the Transfer Restricted Securities as a result of such amendment and prior to the next amendment in respect of which such information is so providedclause (i). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.,

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby Each Bank agrees that the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period if it is a Delinquent Bank, then it will pay an amount (such increase, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following accordance with the cure of all Registration Defaults relating following schedule in addition to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced equal to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, Base Cost: 1st offense 2nd offense 3rd and subsequent offense – 500 basis points per annum of the interest rate borne by delinquent amount – 750 basis points per annum of the relevant Entitled Securities shall again be increased pursuant to delinquent amount – 1,000 basis points per annum of the foregoing provisions. delinquent amount The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined calculated on the an actual/360 basis of a 360-day year comprised of twelve 30-day months and based on the actual number of days on which the related Plan CO is outstanding, including non-Business Days, from the date of issuance to but excluding the stated maturity date. For purposes of this calculation, Additional Interest accrued during such period. In connection with attributable to a Registration Default in respect delinquent amount that is not related to the principal amount of a Shelf Registration StatementPlan CO (i.e., notwithstanding anything to because the contrary herein, Delinquent Bank pays all or a Holder will not be portion of its delinquent amount after a deadline but before a Contingency Bank is entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date have a Plan CO issued for its benefit on behalf of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Security at the time such security ceases to be an Entitled Security shall survive until such time as all such obligations Delinquent Bank with respect to such security amount) will be assessed on that delinquent amount assuming that a Plan CO was issued with a principal amount equal to that delinquent amount and that the Plan CO would mature on the next Business Day. For purposes of calculating Additional Interest, each different time deadline established under the Procedures will accrue its own separate count of the number of offenses, so that a Delinquent Bank will pay a separate amount for each such time deadline missed, and the step-up in Additional Interest for the occurrence of a particular offense will only be measured with regard to offenses that have occurred within the 36-month period ending on the date of that particular offense (the “Delinquency Measurement Period”). For example, if a Delinquent Bank twice misses a morning deadline and once misses an afternoon deadline, all as established under the Procedures, within a Delinquency Measurement Period, then the Delinquent Bank shall have been satisfied subject to Additional Interest of 500 basis points with respect to the first morning deadline missed, Additional Interest of 750 basis points with respect to the second morning deadline missed, and Additional Interest of 500 basis points with respect to the afternoon deadline missed. Each Bank agrees that (i) for each Plan CO issued, the first 100 basis points of the Additional Interest shall be assessed against the Delinquent Bank for the benefit of the Contingency Bank that purchased the Plan CO as provided in fullSection 1 of this Agreement, and the balance of the Additional Interest assessed against the Delinquent Bank (i.e., 400 basis points, 650 basis points, or 900 basis points) will be divided equally among the Banks (including the Contingency Banks) that are not Delinquent Banks with respect to the same funding time specified in the Procedures and (ii) for Additional Interest attributable to a delinquent amount that is not related to a Plan CO, the Additional Interest will be divided equally among the Banks that are not Delinquent Banks with respect to the same funding time specified in the Procedures. Each of the Banks and the OF agree that any Additional Interest will be allocated and paid through the monthly assessment from the OF, and that the Additional Interest is not the joint and several obligation of the Banks. Notwithstanding anything in this Section 3 or Section 7(a) or (b) of this Agreement to the contrary, and subject to Sections 5(a) and (d) below, each Bank agrees that assessment of the Additional Interest shall be subject to the appellate process contained in the Procedures and that the OF shall have the authority to waive all or any portion of the Additional Interest or excuse the occurrence of any offense as provided for in the Procedures. To the extent permitted under the Waiver, the assessment of Additional Interest shall be suspended pending completion of the appellate process.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) Exchange Date the Exchange Offer has not been Consummated within 30 Business Days of Consummated, (b) by the Exchange Offer Effectiveness Target Date requisite time after the Shelf Filing Deadline set forth in Section 4(a)(y), any Shelf Registration Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the Commission or (ivc) any Registration Statement required by this Agreement is filed and has been declared effective (or automatically becomes effective) but shall thereafter cease ceases to be effective (other at any time at which it is required to be effective under this Agreement for more than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement that is declared effective Suspension Period (each such event referred to in clauses (ia) through (ivc), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Initial Securities shall be increased by 0.25% per annum during the 90-day period immediately following the date of the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period, in each case for the period of occurrence of the Registration Default (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase Additional Interest exceed 1.00% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to the particular Initial Securities (or, in the case of a failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) or (ii) the second anniversary of the Closing Date (plus additional time equal to any particular Entitled Securitiesperiod when Additional Interest is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day period referred to in clause (c) above), Additional Interest will cease to accrue and the interest rate borne by on the relevant Entitled Initial Securities will be reduced revert to the original interest rate borne by such Entitled Securitiesrate; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Initial Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay In no event will Additional Interest for accrue under more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or foregoing clauses (a), (b) and (c) at any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)one time. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Initial Security at the time such security ceases to be an Entitled a Initial Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other or fail to be usable for its intended purpose for more than for a Suspension Period) 30 days without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum (“Additional Interest”) during the 90-day period immediately following the occurrence of any one or more Registration Default Default(s) and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one A Registration Default at a time. The amount of Additional Interest will be determined on with respect to any failure to file, cause to become effective or maintain the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect effectiveness of a Shelf Registration Statement, notwithstanding anything to Statement shall be deemed cured upon the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date consummation of the Exchange Offer in the case of a Shelf Registration Statement or any subsequent amendment (with respect required to any be filed due to a failure to Consummate the Exchange Offer within the required time period subsequent pursuant to such amendment and prior to the next amendment in respect of which such information is so provided)Section 4(a)(ii) hereof. All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 4(a)(i) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 4(a)(ii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Exchange Offer Effectiveness Target Registration Date and (b) 90 days after delivery of such Shelf Request or (iv) any the Shelf Registration Statement Statement, if required by this Agreement Agreement, is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose and such failure to remain effective or usable exists for more than 120 days (other than for a Suspension Periodwhether or not consecutive) without being succeeded within five Business Days by a postin any 12-effective amendment to such Registration Statement that is declared effective month period (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.000.50% per annumannum (any such additional interest payable pursuant to this Section 5 is hereinafter referred to as “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for If at any time more than one Registration Default at has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a timesingle Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The amount of In no event shall Additional Interest will be determined on accrue after the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Shelf Effectiveness Period. Additional Interest accrued during such period. In pursuant to this Section 5 shall be the sole remedy available to Holders in connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) Exchange Date the Exchange Offer has not been Consummated within 30 Business Days of Consummated, (ii) by the Exchange Offer Effectiveness Target Date requisite time after the Shelf Filing Deadline any Shelf Registration Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the Commission or (iviii) any Registration Statement required by this Agreement is filed and has been declared effective (or automatically becomes effective) but shall thereafter cease ceases to be effective (other at any time at which it is required to be effective under this Agreement for more than for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement that is declared effective Suspension Period (each such event referred to in clauses (i) through (iviii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Initial Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of for each subsequent 90-day period, in each case for the period of occurrence of the Registration Default (such increase, “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (A) the cure of all Registration Defaults relating to the particular Initial Securities (or, in the case of a failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) or (B) the second anniversary of the Closing Date (plus additional time equal to any particular Entitled Securitiesperiod when Additional Interest is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day period referred to in clause (iii) above), Additional Interest will cease to accrue and the interest rate borne by on the relevant Entitled Initial Securities will be reduced revert to the original interest rate borne by such Entitled Securitiesrate; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Initial Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay In no event will Additional Interest for accrue under more than one Registration Default of the foregoing clauses (i), (ii) and (iii) at a any one time. The amount For the avoidance of doubt, no Additional Interest will be determined accrue on the basis of a 360-day year comprised of twelve 30-day months and Securities under the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Old RRA. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Initial Security at the time such security ceases to be an Entitled a Initial Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to the Issuers ability to declare Suspension Periods with respect to clause (iv) below, if (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”; provided, however, that in the case of clause (iv), such Registration Default shall be deemed not to have occurred and be continuing if such Registration Default is succeeded promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 30 days; and provided, further, that in the case of clause (iv) if such Registration Default occurs for a continuous period in excess of 30 days of such Registration Default, Additional Interest shall be payable in accordance with this Section 5 from the day such Registration Default occurs until such Registration Default is cured), the Company Issuers hereby agrees that the agree to pay to each holder of Transfer Restricted Securities affected thereby additional interest rate borne by the Entitled Securities shall be increased by (“Additional Interest”) in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of the Transfer Restricted Securities outstanding for the period immediately following the of occurrence of any the Registration Default and until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the beginning of for each subsequent 90-day period (during which such increase, “Additional Interest”) until all Registration Defaults have been curedDefault continues, but in no event shall such increase rate exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, Additional Interest will cease to accrue from the date of such cure and the interest rate borne by on the relevant Entitled Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Entitled Transfer Restricted Securities; provided, however, that, if after any the date on which such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. The Company Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not be required to pay Additional Interest for increase because more than one Registration Default at has occurred and is continuing and (ii) a time. The amount Holder of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything Transfer Restricted Securities who is not entitled to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date benefits of the Shelf Registration Statement or any subsequent amendment (shall not be entitled to Additional Interest with respect to any period subsequent to such amendment and prior a Registration Default that pertains to the next amendment in respect of which such information is so provided)Shelf Registration Statement. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “"Effectiveness Target Date”"), (iii) the Exchange Offer has not been Consummated within 30 Business Days of business days after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.250.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.250.50% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.001.50% per annum, such additional interest to be paid pursuant to a Registration Default is herein referred to as "Liquidated Damages". Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company All Liquidated Damages accrued pursuant to this Section 5 shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything paid to the contrary hereinHolders entitled thereto, a Holder will not be entitled to any Additional in the manner provided for the payment of interest in the Indenture, on each Interest under this Article 6 if such Holder has not provided all registration information to Payment Date, as more fully set forth in the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment Indentures and prior to the next amendment in respect of which such information is so provided)Guarantees. All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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.

Additional Interest. If (i) the Company fails to file any of Exchange Offer Registration Statement is not filed with the Registration Statements required by this Agreement on or before the date specified for such filingCommission within 365 days after November 10, if any; 2012, (ii) any of the Exchange Offer Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement November 10, 2013 (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 45 Business Days of after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement, (iv) the Shelf Registration Statement has not been declared effective 150 days after any obligation to file the Shelf Registration Statement pursuant to this Agreement or (ivv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivv), a “Registration Default”), the Company Issuer and the Guarantors hereby agrees that agree the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company Issuer and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled 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 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. If (i) the Company fails to file any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or before prior to the date specified for such filingapplicable Filing Deadline, if any; (ii) any of the such Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified applicable Effectiveness Deadline unless, in the case of any Exchange Offer Registration Statement, a Shelf Registration Statement for the relevant series of Initial Notes is declared effective prior to the Effectiveness Deadline applicable to such effectiveness in this Agreement (the “Effectiveness Target Date”)Exchange Offer Registration Statement, (iii) the any Exchange Offer has not been Consummated within 30 Business Days by the Consummation Deadline applicable to such Exchange Offer, unless a Shelf Registration Statement for the relevant series of the Exchange Offer Effectiveness Target Date Initial Notes is declared effective prior to such Consummation Deadline, or (iv) subject to Section 6(c)(i), any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective (other than or fails to be usable for a Suspension Period) its intended purpose without being succeeded within five 5 Business Days thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), then, subject to Section 6(c)(i), eircom Funding shall pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“Additional Interest”), with respect to the Company hereby agrees that the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any the first Registration Default and in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Additional Interest described in the preceding sentence shall increase by an additional per annum rate of 0.25% per annum at the beginning of with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum on the principal amount of Initial Notes constituting Transfer Restricted Securities; provided that eircom Funding shall in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a any given time. The amount Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement (and/or, if applicable, a Shelf Registration Statement) for the relevant series of Initial Notes, in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement (and/or, if applicable, a Shelf Registration Statement) for the relevant series of Initial Notes, in the case of (ii) above, (3) upon Consummation of an Exchange Offer (or, if applicable, upon the effectiveness of a Shelf Registration Statement for the relevant series of Initial Notes, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest will be determined on payable with respect to the basis Transfer Restricted Securities as a result of a 360such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the foregoing, (x) all pre-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a existing Registration Default Defaults in respect of a Shelf Registration Statement, notwithstanding anything to series of Initial Notes shall be deemed cured upon consummation of an Exchange Offer or the contrary herein, effectiveness of a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or for the relevant series of Initial Notes (for the avoidance of doubt, without prejudice to Additional Interest already accrued), and (y) Additional Interest shall cease to accrue on any subsequent amendment (with respect to any period subsequent to such amendment and prior Initial Note that is no longer a Transfer Restricted Security. All accrued Additional Interest shall be paid to the next amendment Holders entitled thereto, in respect the manner provided for the payment of which such information is so provided)interest in the Senior Subordinated Indenture, on each Interest Payment Date, as more fully set forth in the Senior Subordinated Indenture and the Initial Notes. All obligations of the Company Issuers set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If any of the Securities are not Freely Tradable Securities by the Registration Trigger Date and either (i) by the Company fails to file any of Exchange Date, neither the Shelf Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior Commission, nor has an Exchange Offer been Consummated with respect to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date Registration Statement, if so required hereunder or (ivii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease thereafter, at a time the Registration Statement is required to remain effective, ceases to be effective or fails to be usable for its intended purpose (other than for pursuant to a Suspension Blackout Period) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (ivii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.250.5% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”). At the earlier of (i) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any the particular Entitled SecuritiesTransfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements Statement required by this Agreement is not filed with the Commission on or before prior to the date specified for such filingapplicable Filing Deadline, if any; (ii) any of the such Registration Statements required by this Agreement Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated within 30 Business Days of on or prior to the Exchange Offer Effectiveness Target Date Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within two Business Days (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the interest rate borne by Registration Default continues for the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of the additional interest shall increase by 0.25% an additional $.05 per annum at the beginning week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been cured, but up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Securities, the interest rate borne by the relevant Entitled Securities will be reduced Holder who is not entitled to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect benefits of a Shelf Registration Statement, notwithstanding Statement shall be entitled to receive additional interest by reason of a Registration Default that pertains to a Shelf Registration Statement and no Holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchasers shall be entitled to additional interest by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, a Holder will not be entitled to any Additional Interest under this Article 6 (1) upon filing of the Exchange Offer Registration Statement (and/or, if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consum- mation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or any subsequent amendment an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to any period subsequent to the Transfer Restricted Securities as a result of such amendment and prior clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the next amendment Holders entitled thereto, in respect the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which such information is so provided). All additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company set forth in and the preceding paragraph Guarantors to pay Additional Interest that are outstanding additional interest with respect to any Entitled Security at the time such security ceases to be an Entitled Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Additional Interest. If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the latest date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the latest date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of on or before the 40th day after the Exchange Offer Effectiveness Target Date Registration Statement is declared effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than or fail to be usable for a Suspension Period) its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement 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 that the interest rate borne by the Entitled Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning end of each subsequent 90-day period (such increase, “Additional Interest”) until all Registration Defaults have been curedperiod, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the interest rate borne by the relevant Entitled Transfer Restricted Securities will be reduced to the original interest rate borne by such Entitled 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 Entitled Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company Additional Interest, if any, shall not be required to pay payable on the Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months Payment Dates and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to same persons that the Company as required herein at least two Business Days prior makes other interest payments to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Securities, as applicable. All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Transfer Restricted Security at the time such security ceases to be an Entitled a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. (a) If (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified for such filing, if any; (ii) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of days after the Effectiveness Target Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Period) or to be usable in connection with resales of Transfer Restricted Notes without being succeeded within five Business Days two business days by a post-effective amendment to such Registration Statement 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 that the additional cash interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the beginning of each subsequent 90-day period (such increase, “Additional Interest”) shall accrue to each Holder of the Transfer Restricted Notes adversely affected by the Registration Default from and during the continuance of the Registration Default in an amount equal to $.05 per week per $1,000 of the principal amount of Transfer Restricted Notes held by such Holder. The amount of Additional Interest will increase by an additional $.05 per week per $1,000 of the principal amount of Transfer Restricted Notes with respect to any period in which the Registration Default has continued for more than 90 days until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest for all Registration Defaults of $.50 per week per $1,000 of the principal amount of Transfer Restricted Notes. All accrued Additional Interest shall be paid to Holders by the Company in no event shall such increase exceed 1.00% per annumthe same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Entitled SecuritiesTransfer Restricted Notes, the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount accrual of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of a Shelf Registration Statement, notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Article 6 if such Holder has not provided all registration information to the Company as required herein at least two Business Days prior to the Effective Date of the Shelf Registration Statement or any subsequent amendment (with respect to any period subsequent to such amendment and prior to the next amendment in respect of which such information is so provided)Transfer Restricted Notes will cease. All obligations of the Company set forth in the preceding paragraph to pay Additional Interest that have accrued and are outstanding with respect to any Entitled Security Transfer Restricted Note at the time such security ceases to be an Entitled Security a Transfer Restricted Note shall survive until such time as all such obligations with respect to such security Transfer Restricted Note shall have been satisfied in full.