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 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 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 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 (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 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 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. (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 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 Default 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”)occur, 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 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.” (b) Registration Defaults shall be cured on the date that (i) the Initial Securities are freely tradeable (by Persons other than Affiliates of the Company) pursuant to Rule 144 under the Securities Act and the restrictive legend on the Initial Securities has been removed (other than with respect to Persons that are Affiliates of the Company), (ii) the Exchange Offer has been Consummated (provided that this clause (ii) shall not cure a Registration Default if a Shelf Registration Statement is required to be filed pursuant to clause (i), (iii) or (iv) of the first paragraph of Section 4(a)) or (iii) a Shelf Registration Statement is declared (or automatically becomes) effective under the Securities Act, unless subsequent to the date it was last declared effective it fails to remain effective or usable for the time period contemplated by Section 4(a) after taking into account all other periods during which such Shelf Registration Statement was effective. Following the cure of all Registration Defaults relating to any particular Entitled SecuritiesTransfer Restricted Securities in accordance with this Section 5(b), 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 Issuers 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 . (c) 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 and the Guarantors set forth in the preceding paragraph to pay Additional Interest Section 5(a) 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) the Company fails to file any of Consummate the Registration Statements required Exchange Offer by this Agreement on or before the date specified for such filingExchange Deadline, if any; (ii) any a Shelf Registration Statement is required pursuant to Section 4(a) of the Registration Statements required by this Agreement has but not been declared effective by within 45 days after the Commission on Exchange 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 Shelf Registration Statement or 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 (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 Registrable Securities during the periods specified in this Agreement (each such event referred to in clauses (i), (ii) through and (iviii), a “Registration Default”), then the Company hereby agrees that will pay additional interest (“Additional Interest”) to each Holder of Registrable Securities until all Registration Defaults have been cured. 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 the first Registration Default and shall increase by Default, Additional Interest will be paid in an amount equal to 0.25% per annum at of the beginning principal amount of Registrable Securities outstanding. The amount of Additional Interest will increase by an additional 0.25% per annum 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 up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annumannum of the principal amount of the Registrable Securities outstanding. The payment of such Additional Interest will be the Holders’ sole remedy under this Agreement with respect to any Registration Defaults hereunder. Following the cure of all Registration Defaults relating to any particular Entitled Registrable Securities, the interest rate borne by the relevant Entitled Registrable Securities will be reduced to the original interest rate borne by such Entitled Registrable 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 Registrable 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 Registrable Security at the time such security ceases to be an Entitled a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Any Additional Interest shall be paid by the Company on the next scheduled Interest Payment Date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of certificated Initial Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

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 (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 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 (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 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 and for so long as the Trust is the holder of all Debt Securities and is subject to or otherwise required to pay, or is required to withhold from distributions to holders of Trust Securities, any additional taxes (i) including withholding taxes), duties, assessments or other governmental charges as a result of a Tax Event, the Company fails will pay such additional amounts (the "Additional Interest") on the Debt Securities as shall be required so that the net amounts received and retained by the Trust for distribution to file holders of Trust Securities after paying all taxes (including withholding taxes on distributions to holders of Trust Securities), duties, assessments or other governmental charges will be equal to the amounts the Trust would have received and retained for distribution to holders of Trust Securities after paying all taxes (including withholding taxes on distributions to holders of Trust Securities), duties, assessments or other governmental charges if no such additional taxes, duties, assessments or other governmental charges had been imposed. Whenever in this Indenture or the Debt Securities there is a reference in any context to the payment of the Registration Statements required by this Agreement on principal of or before the date specified for such filingpremium, if any; (ii) any , or interest on the Debt Securities, such mention shall be deemed to include mention of payments of the Registration Statements required by Additional Interest provided for in this Agreement has not been declared effective by the Commission on or prior paragraph to the date specified for extent that, in such effectiveness context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days paragraph and express mention of the Exchange Offer Effectiveness Target Date or payment of Additional Interest (ivif applicable) in any Registration Statement required by this Agreement provisions hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention 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)not made, 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, that notwithstanding anything to the contrary hereincontained in this Indenture or any Debt Security, a Holder will the deferral of the payment of interest during an Extension Period pursuant to Section 2.11 shall not be entitled to defer the payment of 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 that may be due 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 fullpayable.

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 (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 or otherwise available at any time for more than for 60 calendar days in a Suspension Period) without being succeeded within five Business Days by a post-twelve month 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 (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 (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 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 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 (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 (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 (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 curedDefault no longer exists; provided, but however, that at no time shall the amount of Additional Interest exceed in no event shall such increase exceed 1.00the aggregate 1.0% per annum. 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 (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 (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 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 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 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. (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. (b) A Registration Default shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) the event that would have otherwise been a Registration Default pursuant to clause (a) of this Section 5 has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any of the cases above, if such event occurs for a period of 90 days, whether or not consecutive, Additional Interest shall be payable in accordance with the above paragraph from the day such event occurred until such Registration Default is cured. (c) Notwithstanding the foregoing, any Registration Default specified in clauses (i) or (ii) of the preceding section (a) that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the Commission. (d) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable additional interest rate by the then outstanding principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360.

Additional Interest. 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 (a) In the event that (i) the Company fails to file any of and the Guarantor have not filed the Exchange Offer Registration Statements required by this Agreement Statement or Shelf Registration Statement with the SEC on or before the date specified for on which such filingRegistration Statement is required to be so filed pursuant to Section 2(a) or 2(b), if any; respectively, or (ii) any of the such Exchange Offer Registration Statements required by this Agreement Statement or Shelf Registration Statement has not been declared effective by the Commission SEC under the Securities Act on or prior to before the date specified for on which such effectiveness in this Agreement (Registration Statement is required to be declared effective under the “Effectiveness Target Date”Securities Act pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been Consummated within 30 Business Days of 210 days after the Exchange Offer Effectiveness Target Closing Date or (iv) any the Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective by the SEC under the Securities Act but shall thereafter cease either be withdrawn by the Company or the Guarantor or shall become subject to be an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such Registration Statement (other than for a Suspension Periodexcept as specifically permitted herein) without being succeeded within five Business Days immediately by a post-effective amendment to such Registration Statement that is or an additional Registration Statement filed and declared effective by the SEC under the Securities Act (each such event referred to in clauses (i) through (iv) is referred to herein as a "Registration Default" and each period during which a Registration Default has occurred and is continuing until the Securities become freely tradable under the Securities Act is referred to herein as, a "Registration Default Period"), a “Registration Default”), the Company hereby agrees that then the interest rate borne by on the Entitled Registrable Securities shall will be increased by 0.25% per annum during the 90-day period immediately following first 90 days of the occurrence of any Registration Default Period, and shall increase by 0.250.50% per annum thereafter for the remaining portion of the Registration Default Period. The interest rate will not 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 1.00any time be increased by more than 0.50% per annum. Following the cure of all Registration Defaults relating to any particular Entitled SecuritiesIn addition, the interest rate borne by on the relevant Entitled Registrable 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 prior to any increase pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default this Section 3(a) 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 Registration Defaults are cured. (b) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantor acknowledge that any failure by the Company or the Guarantor to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's and the Guarantor's obligations with respect to such security shall have been satisfied in fullunder Section 2(a) and Section 2(b) hereof.

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 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 (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 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 (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 (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 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 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 (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 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 as promptly as practicable 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 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. A Holder of Transfer Restricted Securities shall not be entitled to additional interest if it has failed to comply with its obligations under Section 4(b) above below.

Additional Interest. (a) 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 required by this Agreement has Statement is not been declared effective by filed with the Commission on or prior to forty-five (45) days after the date specified for such effectiveness Closing Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the Filing Date (or in this Agreement the case of a Shelf Registration, after the day the filing is required by Section 2 (the “Effectiveness Target Date”a)), (iii) the Registered Exchange Offer has is not been Consummated within 30 Business Days of consummated on or prior to 40 days after the Exchange Offer Effectiveness Target Date or Registration Statement is declared effective, (iv) any if the Company is required to file the Shelf Registration Statement required by this Agreement in accordance with Section 2, the Company does not so file the Shelf Registration Statement on or prior to the 30th day after the Company's obligation to file such Shelf Registration Statement arises, or (v) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective (other than for a Suspension Periodat any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within five Business Days 30 days by a post-effective amendment to such an additional Registration Statement that is filed and declared effective (each such event referred to in clauses (i) through (ivv), a “"Registration Default”"), the Company hereby agrees that the interest rate borne by the Entitled Securities shall be increased by obligated to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum during on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of any a Registration Default Default, and shall such rate will increase by an additional 0.25% per annum at the 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 up to a maximum additional rate of 1.00% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults relating to any particular Entitled SecuritiesDefaults, 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 fullcease.

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 Subject to the Issuer’s ability to declare Suspension Periods with respect to clause 4(d) above, 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 405 days after the Issue Date with respect to the Exchange Offer Effectiveness Target Date Registration Statement or (ivii) if a Shelf Registration Statement is required to be filed by this Agreement and such Shelf Registration Statement is not declared effective within 120 days following the date on which the obligation to file the Shelf Registration Statement arises, or (iii) any Shelf Registration Statement required by this Agreement is filed and declared effective, and during the period the Issuer is required to use its commercially reasonably efforts to cause the Shelf Registration Statement to remain effective but (1) the Issuer shall thereafter cease have suspended and be continuing to suspend the availability of the Shelf Registration Statement for more than 60 days in the aggregate in any consecutive twelve month period, or (2) such Shelf Registration Statement ceases to be effective (other than for a Suspension Period) without being succeeded and such Shelf Registration Statement is not replaced within five Business Days 90 days by a post-effective amendment to such Shelf Registration Statement that is filed and declared effective (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 (“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 such increase 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 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 such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities Additional Interest shall 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 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 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 during the periods specified in this Agreement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected by such Registration Default additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder ("Additional Interest") 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 Registration Default and shall Default. The amount of the Additional Interest will 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 $.50 per week per $1,000 in no event shall such increase exceed 1.00% per annumprincipal amount of Transfer Restricted Securities. Following the cure of all Registration Defaults relating to any particular Entitled Transfer Restricted Securities, the Additional Interest payable with respect to the Transfer Restricted Securities 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 ratecessation of the accrual of Additional Interest, 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 shall begin to accrue again at a time. The the initial rate of $.05 per week per $1,000 in principal 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)Transfer Restricted Securities. 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 Note 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, (iii) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any and a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not filed and on or prior to the Shelf Filing Deadline or (b) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared or does not otherwise become effective or is declared or otherwise becomes effective but shall thereafter cease fails to be remain effective or becomes unusable in connection with resales for more than 60 calendar days (other than for a Suspension Periodwhether or not consecutive) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective in any twelve month period (each such event referred to in clauses (ia) through and (iv)b) 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 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 the aggregate increase in such increase interest rate exceed 1.00% per annumannum (“Additional Interest”) for the period of occurrence of the Registration Default until the earlier of the Consummation of the Exchange Offer and such time as no Registration Default is in effect, as applicable. Following the cure of all Registration Defaults relating Defaults, the 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 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 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 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. Notwithstanding anything to the contrary herein, the Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders due to a Registration Default, so long as the Issuer and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

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 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 Interst 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 The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated March 3, 2003, among the Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Company fails to file any of Exchange Offer Registration Statement nor 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 filed with the Commission on or prior to the 90th day following the date specified for such effectiveness in this Agreement of the original issuance of the Securities, (ii) the “Effectiveness Target Date”)Exchange Offer Registration Statement has not been declared effective on or prior to the 180th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated within 30 Business Days consummated nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the date of the Exchange Offer Effectiveness Target Date original issuance of the Securities, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or usable (other than for a Suspension Periodsubject to certain exceptions) without being succeeded within five Business Days by a post-effective amendment in connection with resales of the Securities at any time that the Company is obligated to such maintain the effectiveness thereof pursuant to the Registration Statement that is declared effective Rights Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), interest (the "Additional Interest") shall accrue (in addition to stated interest on the Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at 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 equal to 0.50% of the 90-day period immediately following principal amount of the occurrence of any Registration Default and Securities; provided, however, that such rate per annum shall increase by 0.25% per annum at from and including the beginning of 91st day after the first such Registration Default (and each subsequent 90-successive 91st day period (such increase, “Additional Interest”thereafter) unless and until all Registration Defaults have been cured; provided further, but however, that in no event shall such increase exceed 1.00the Additional Interest accrue at a rate in excess of 1.50% 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 360payable in cash semi-day year comprised of twelve 30-day months annually in arrears each March 1 and the actual number of days on which Additional Interest accrued during such periodSeptember 1. 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.84

Additional Interest. If The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if, other than as permitted hereunder, (ia) the Company fails to file any of the Initial Shelf Registration Statements required by this Agreement Statement has not been filed on or before prior to the date specified for such filing, if any; Filing Deadline Date, (iib) any of the Initial Shelf Registration Statements required by this Agreement Statement has not been declared effective by under the Commission Securities Act on or prior to the date specified for such effectiveness in this Agreement Effectiveness Deadline Date, (the “Effectiveness Target Date”), (iiic) the Exchange Offer has not been Consummated within 30 Business Days aggregate duration of Deferral Periods in any period exceeds the Exchange Offer Effectiveness Target Date or number of days permitted in respect of such period pursuant to Section 4(h) hereof, or (ivd) 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 a Shelf Registration Statement that is filed pursuant to Section 2(d)(i) has not been declared effective (each such under the Securities Act on or prior to the Amendment Effectiveness Deadline Date. Each event referred to described in any of the foregoing clauses (ia) through (iv)d) is individually referred to herein as an “Event.” For purposes of this Agreement, each Event set forth above shall begin on the beginning dates set forth in the table below and shall end on the ending dates set forth in the table below: (a) Filing Deadline Date the date the Initial Shelf Registration Statement is filed (b) Effectiveness Deadline Date the date the Initial Shelf Registration Statement becomes effective under the Securities Act (c) the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 4(h) the earlier of April 29, 2006 and the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded (d) the Amendment Effectiveness Deadline Date the earlier of April 29, 2006 and the date the applicable post-effective amendment to a Shelf Registration Statement becomes effective under the Securities Act Commencing on (and including) any date that an Event has begun and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (an “Registration DefaultAdditional Interest Accrual Period”), the Company hereby agrees that the shall pay, as additional 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 curedand not as a penalty, but to Record Holders of Registrable Securities an amount (the “Additional Interest Amount”) accruing, for each day in no event shall such increase exceed 1.00the Additional Interest Accrual Period, (i) in respect of any Note at a rate per year equal to 0.25% of the outstanding principal amount thereof for the first 90 days after the occurrence of the Event and 0.50% of the outstanding principal amount thereof after the first 90 days; and (ii) in respect of each share of outstanding Underlying Common Stock that is a Registrable Security at a rate per annum. Following annum equal to 0.25% of the cure then-applicable Conversion Price for the first 90 days after the occurrence of all Registration Defaults relating to any particular Entitled Securitiesthe Event and 0.50% of the then-applicable Conversion Price after the first 90 days, as the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securitiescase may be; provided, however, provided 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 subject to the foregoing provisions. The Company shall DTC requirements for book-entry procedures and so long as separate CUSIP numbers would not be required to pay for any Registrable Securities, such Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will Amount shall 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 only 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 Holders (as set forth in the succeeding paragraph) that have delivered Notices and Questionnaires to the Company and only with respect to such Holder’s Registrable Securities. In calculating the Additional Interest Amount on any date on which no Notes are outstanding, the Conversion Price and the Additional Interest Amount payable with respect to shares of Underlying Common Stock that are Registrable Securities shall be calculated as required herein at least two Business Days prior if the Notes were still outstanding. Notwithstanding the foregoing, no Additional Interest Amount shall accrue as to any Registrable Security from and after the Effective Date earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Shelf Registration Statement or any subsequent amendment (Effectiveness Period. The rate of accrual of the Additional Interest Amount with respect to any period subsequent shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. The Additional Interest Amount shall accrue from the first day of the applicable Additional Interest Accrual Period, and shall be payable on each Additional Interest Payment Date during the Additional Interest Accrual Period (and, without duplication, on the Additional Interest Payment Date next succeeding the end of the Additional Interest Accrual Period if the Additional Interest Accrual Period does not end on an Additional Interest Payment Date) to such amendment and the Record Holders of the Registrable Securities entitled thereto; provided that any Additional Interest Amount accrued with respect to any Note or portion thereof redeemed by the Company on a redemption date or converted into Underlying Common Stock on a conversion date prior to the next amendment Additional Interest Payment Date, shall, in respect any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of which conversion); provided further, that, subject to DTC requirements for book-entry procedures and so long as separate CUSIP numbers would not be required for any Registrable Securities, such information is so provided). All obligations of Additional Interest Amount shall be paid only to the Company Holders entitled thereto that have delivered Notices and Questionnaires to the Company, by check mailed to the address set forth in the preceding paragraph Notice and Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Notes or Underlying Common Stock, to pay seek any available remedy for the enforcement of this Agreement, including for the payment of such Additional Interest Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which an Additional Interest Amount is expressly provided shall be such Additional Interest Amount. Nothing shall preclude any Holder from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company’s obligations set forth in this Section 3 that are outstanding with respect to any Entitled Registrable Security at the time such security ceases to be an Entitled a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullfull (notwithstanding termination of this Agreement pursuant to Section 10(m)). The parties hereto agree that the Additional Interest Amount provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

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 for a Suspension Periodat any time at which it is required to be effective under this Agreement, except during the period of suspension allowed by Section 4(a) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective hereof (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 whether or not multiple Registration Defaults exist. 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 Parent 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. The Additional Interest on Transfer Restricted Securities shall be the exclusive monetary remedy available to the Holders for failure by the Company or the Parent Guarantor to register the exchange or resale of Securities or to maintain the registration or effectiveness thereof or for any other Registration Default.

Additional Interest. If (i) the Company fails to file any of 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 to the date specified for such effectiveness in this Agreement Agreement, (ii) the “Effectiveness Target Date”), Companies fail to Consummate the Exchange Offer by the Exchange Date or (iii) the Exchange Offer has not been Consummated within 30 Business Days of Shelf Registration Statement or 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 (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 Registrable Securities during the periods specified in this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees that Companies will pay additional interest to each Holder of Registrable Securities until all Registration Defaults have been cured. 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 the first Registration Default and shall increase by Default, additional interest will be paid in an amount equal to 0.25% per annum at of the beginning principal amount of Registrable Securities outstanding. The amount of additional interest will increase by an additional 0.25% per annum 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 0.5% per annumannum of the principal amount of the Registrable Securities outstanding. The payment of such additional interest will be the Holders’ sole remedy under this Agreement with respect to any Registration Defaults hereunder. Following the cure of all Registration Defaults relating to any particular Entitled Registrable Securities, the interest rate borne by the relevant Entitled Registrable Securities will be reduced to the original interest rate borne by such Entitled Registrable 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 Registrable 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 Companies and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Entitled Registrable Security at the time such security ceases to be an Entitled a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. All accrued interest will be paid by the Companies on the next scheduled Interest Payment Date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

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 or Registration Statement, (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 business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective or (v) the Company and the Guarantors shall have initiated and/or maintained a suspension period longer than the periods specified in Section 3(d) or 4(c) (each such event referred to in clauses (i) through (ivv), a “"Registration Default”"), the Company and the Guarantors hereby agrees jointly and severally 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 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 Transfer Restricted 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 PLUS 500 basis points per annum of the interest rate borne by delinquent amount 2nd offense PLUS 750 basis points per annum of the relevant Entitled Securities shall again be increased pursuant to delinquent amount 3rd and subsequentoffenses PLUS 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 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 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, 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 (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 Securities Transfer Restricted Notes 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 Notes or (ii) the particular Transfer Restricted Notes having become Freely Tradable, the interest rate borne by the relevant Entitled Securities Transfer Restricted Notes will be reduced to the original interest rate borne by such Entitled SecuritiesTransfer Restricted Notes; 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 Transfer Restricted Notes 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 timeDefault. 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 herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing, (ii) a Holder will that is not entitled to the benefits of the Shelf Registration as a result of failure to comply with 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 any Registration Default that pertains to the Effective Date of the Shelf Registration Statement or any subsequent amendment and (with respect iii) the Issuers shall not be obligated to any period subsequent to such amendment and prior to the next amendment pay Additional Interest provided in respect of which such information is so provided)this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof. 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 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 shall have been satisfied in full.

Additional Interest. If (ia) From and after the date this Agreement becomes effective, within five days following receipt by the Company fails each month of Available Cash Flow from Securitization Receivables, the Company shall pay to file any the Existing Lenders the Applicable Percentage of such Available Cash Flow from Securitization Receivables in repayment of principal of the Registration Statements required Existing Obligations under the Existing Loan Documents secured by this Agreement on or before the Securitization Receivables generating such Available Cash Flow from Securitization Receivables and may retain the balance of such Available Cash Flow from Securitization Receivables and use such funds for general corporate purposes. (b) Within one day following the end of each of the first three-, six-, nine- and twelve- month periods commencing with the date specified the Merger is deemed to have been consummated for such filingpurposes of calculating the Minimum Repayment Amount, the Company shall repay the principal amount outstanding under the Existing Loan Documents by an amount equal to the excess, 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 Minimum Repayment Amount applicable to such Registration Statement that is declared effective (each period over the aggregate amount applied to such event referred to repayment in clauses (i) through (iv)respect of such period, 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. Section 5(a) and this Section 5(b). (c) The Company shall not be required repay the principal amount outstanding under the Existing Loan Documents by an amount equal to pay Additional Interest for more than one Registration Default at a time. 100% of any Net Income Tax Refund within five business days of receipt of such Refund. (d) The Company shall immediately repay the amount of Additional Interest will be determined on outstanding under the basis of a 360-day year comprised of twelve 30-day months and Existing Loan Documents by 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 amount equal 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 Net Proceeds of Sale of Servicing Rights or Subsidiaries sold or otherwise disposed of by 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.any

Additional Interest. If The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if, other than as permitted hereunder, (ia) the Company fails to file any of the Initial Shelf Registration Statements required by this Agreement Statement has not been filed on or before prior to the date specified for such filing, if any; Filing Deadline Date, (iib) any of the Initial Shelf Registration Statements required by this Agreement Statement has not been declared effective by under the Commission Securities Act on or prior to the date specified for such effectiveness in this Agreement Effectiveness Deadline Date, (the “Effectiveness Target Date”), (iiic) the Exchange Offer has not been Consummated within 30 Business Days aggregate duration of Deferral Periods in any period exceeds the Exchange Offer Effectiveness Target Date or number of days permitted in respect of such period pursuant to Section 4(h) hereof, or (ivd) 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 a Shelf Registration Statement that is filed pursuant to Section 2(d)(i) has not been declared effective (each such under the Securities Act on or prior to the Amendment Effectiveness Deadline Date. Each event referred to described in any of the foregoing clauses (ia) through (iv)d) is individually referred to herein as an “Event.” For purposes of this Agreement, each Event set forth above shall begin on the beginning dates set forth in the table below and shall end on the ending dates set forth in the table below: (a) Filing Deadline Date the date the Initial Shelf Registration Statement is filed (b) Effectiveness Deadline Date the date the Initial Shelf Registration Statement becomes effective under the Securities Act (c) the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 4(h) the earlier of June 7, 2006 and the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded (d) the Amendment Effectiveness Deadline Date the earlier of June 7, 2006 and the applicable post-effective amendment to a Shelf Registration Statement becomes effective under the Securities Act Commencing on (and including) any date that an Event has begun and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (an “Registration DefaultAdditional Interest Accrual Period”), the Company hereby agrees that the shall pay, as additional 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 curedand not as a penalty, but to Record Holders of Registrable Securities an amount (the “Additional Interest Amount”) accruing, for each day in no event shall such increase exceed 1.00the Additional Interest Accrual Period, (i) in respect of any Note at a rate per year equal to 0.25% of the outstanding principal amount thereof for the first 90 days after the occurrence of the Event and 0.50% of the outstanding principal amount thereof after the first 90 days; and (ii) in respect of each share of outstanding Underlying Common Stock that is a Registrable Security at a rate per annum. Following annum equal to 0.25% of the cure then-applicable Conversion Price for the first 90 days after the occurrence of all Registration Defaults relating to any particular Entitled Securitiesthe Event and 0.50% of the then-applicable Conversion Price after the first 90 days, as the interest rate borne by the relevant Entitled Securities will be reduced to the original interest rate borne by such Entitled Securitiescase may be; provided, however, provided 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 subject to the foregoing provisions. The Company shall DTC requirements for book-entry procedures and so long as separate CUSIP numbers would not be required to pay for any Registrable Securities, such Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will Amount shall 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 only 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 Holders (as set forth in the succeeding paragraph) that have delivered Notices and Questionnaires to the Company and only with respect to such Holder’s Registrable Securities. In calculating the Additional Interest Amount on any date on which no Notes are outstanding, the Conversion Price and the Additional Interest Amount payable with respect to shares of Underlying Common Stock that are Registrable Securities shall be calculated as required herein at least two Business Days prior if the Notes were still outstanding. Notwithstanding the foregoing, no Additional Interest Amount shall accrue as to any Registrable Security from and after the Effective Date earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Shelf Registration Statement or any subsequent amendment (Effectiveness Period. The rate of accrual of the Additional Interest Amount with respect to any period subsequent shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. The Additional Interest Amount shall accrue from the first day of the applicable Additional Interest Accrual Period, and shall be payable on each Additional Interest Payment Date during the Additional Interest Accrual Period (and, without duplication, on the Additional Interest Payment Date next succeeding the end of the Additional Interest Accrual Period if the Additional Interest Accrual Period does not end on an Additional Interest Payment Date) to such amendment and the Record Holders of the Registrable Securities entitled thereto; provided that any Additional Interest Amount accrued with respect to any Note or portion thereof redeemed by the Company on a redemption date or converted into Underlying Common Stock on a conversion date prior to the next amendment Additional Interest Payment Date, shall, in respect any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of which conversion); provided further, that, subject to DTC requirements for book-entry procedures and so long as separate CUSIP numbers would not be required for any Registrable Securities, such information is so provided). All obligations of Additional Interest Amount shall be paid only to the Company Holders entitled thereto that have delivered Notices and Questionnaires to the Company, by check mailed to the address set forth in the preceding paragraph Notice and Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Notes or Underlying Common Stock, to pay seek any available remedy for the enforcement of this Agreement, including for the payment of such Additional Interest Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which an Additional Interest Amount is expressly provided shall be such Additional Interest Amount. Nothing shall preclude any Holder from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company’s obligations set forth in this Section 3 that are outstanding with respect to any Entitled Registrable Security at the time such security ceases to be an Entitled a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullfull (notwithstanding termination of this Agreement pursuant to Section 10(m)). The parties hereto agree that the Additional Interest Amount provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

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 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 (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 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 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 Note 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 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 by the Exchange Offer Date, (iv) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission on or prior to the Shelf Effectiveness Target Date Deadline, or (ivv) 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 (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 cured), but in no event shall such increase exceed 1.00% per annumannum in the aggregate. Following On the cure of date all Registration Defaults relating to any the particular Entitled SecuritiesTransfer Restricted Securities are cured, 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 any 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. All accrued Additional Interest will be paid by the Company and any Guarantor on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated Transfer Restricted Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. The amount of Additional Interest will be determined by multiplying the applicable additional interest rate by the then outstanding principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360. Additional Interest pursuant to this Section 5 constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the Holders with respect to any Registration Default.

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 (a) Subject to the Company‘s right to suspend the effectiveness permitted by Section 2(c) 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 required by this Agreement has not been declared effective by the Commission on or prior to the date specified for 90th day following the First Closing Date, a Shelf Registration Statement has not been filed with the Commission, (ii) on or prior to the 180th day following the First Closing Date, such effectiveness in this Agreement (the “Effectiveness Target Date”), Shelf Registration Statement has not become effective or (iii) the Exchange Offer Shelf Registration 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 become effective but shall thereafter cease ceases to be effective or usable in connection with resales of Transfer Restricted Securities for any reason and the number of days for which the Shelf Registration shall not be effective or usable exceeds the Suspension Period (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)each, a “Registration Default”), the Company hereby agrees that the interest rate borne by the Entitled Securities shall be increased by required to pay additional interest (“Additional Interest”) on Transfer Restricted Securities that are Convertible Notes, from and including the day following such Registration Default until but excluding the date on which such Shelf Registration Statement is either so filed, has become effective or an amended Shelf Registration Statement becomes effective and usable, as applicable, at a rate equal to 0.25% per annum during to and including the 90-90th day period immediately following the occurrence such Registration Default. The amount of any Registration Default and shall Additional Interest will 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 1.0% per annum. Following Upon the cure of all Registration Defaults relating then continuing, the accrual of Additional Interest will automatically cease. (b) Notwithstanding the foregoing, Additional Interest shall not accrue under clause (a)(iii) above after expiration of the Effectiveness Period or with respect to any particular Entitled SecuritiesHolder that (i) does not submit a properly completed Selling Stockholder Questionnaire and (ii) is not named as a selling securityholder in the Shelf Registration Statement. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is not effective or is unusable. (c) Any amounts to be paid as Additional Interest pursuant to paragraphs (a) or (b) of this Section 8 shall be paid by the Company on the next scheduled Interest Payment Date (as defined in the Indenture), following the date of such Registration Default, to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of Certificated Notes (as defined in the Indenture) by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. For the avoidance of doubt, in no event will Additional Interest accrue on any Shares. (d) Except as provided in Section 8 hereof, the interest rate borne by Additional Interest as set forth in this Section 8 shall be the relevant Entitled Securities will be reduced exclusive monetary remedy available to the original interest rate borne by Holders of Transfer Restricted Securities for such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, Default. In no event shall 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 in excess of the applicable maximum 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 1.0% per annum 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 fullabove, regardless of whether one or multiple Registration Defaults exist.

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 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 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 45 Business Days of 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 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 and the Guarantors hereby agrees jointly and severally 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. Additional interest will not be payable pursuant to more than one provision of this Section 5 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 Note 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 Registered Exchange Offer is not been declared effective by the Commission consummated on or prior to 225 days after the date specified for such effectiveness in this Agreement of the original issuance of the Securities or (the “Effectiveness Target Date”), (iiiii) the Exchange Offer has Company is required to file the Shelf Registration Statement in accordance with Section 3 and the Shelf Registration Statement is not been Consummated declared effective within 30 Business Days 225 days after the original issuance 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 Securities (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 Securities shall be increased by obligated to pay additional interest ("Additional Interest") to each Holder of Registrable Securities, during the period of such Registration Default, at a rate of 0.25% per annum during on the 90-day period immediately following the occurrence applicable principal amount of any Registrable Securities held by such Holder until such 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 has been cured. Such obligation to pay Additional Interest shall survive until (i) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities or (ii) the Shelf Registration Statement is declared effective, but in no event shall such increase exceed 1.00% per annumas the case may be. Following the cure of all such Registration Defaults relating to any particular Entitled SecuritiesDefault, the interest rate borne by accrual of Additional Interest will cease. (b) The Company shall notify the relevant Entitled Securities will be reduced to Trustee and the original interest rate borne by such Entitled Securities; provided, however, that, if after any such reduction in interest rate, a different paying agent under the Indenture promptly following the occurrence of each and every Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisionsDefault. The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the paying agent (which may not be required the Company for these purposes), in trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next applicable interest payment date specified by the Indenture and the Securities, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each applicable interest payment date specified by the Indenture and the Securities to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest for more than one shall be deemed to accrue from and include the date of the applicable Registration Default at a time. Default. (c) The amount of parties hereto agree that the Additional Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages that will be determined on suffered by Holders of Registrable Securities by reason of the basis failure 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 (i) the Shelf Registration Statement to be filed or (ii) the Exchange Offer Registration Statement to be declared effective and the Registered Exchange Offer to be consummated, in each case to the extent required by this Agreement. (d) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with their obligations under Section 2 and Section 3 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any subsequent amendment (with respect Holder may obtain such relief as may be required to any period subsequent to such amendment specifically enforce the Company's obligations under Section 2 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 3 hereof.

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 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 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.” 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 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 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 Holders with respect to damages arising from a Registration Default (except as provided 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 providedSection 12(a) hereof). 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 The Company agree that the Holders will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if, other than as permitted hereunder, (ia) the Company fails to file any of the Initial Shelf Registration Statements required by this Agreement Statement has not been filed on or before prior to the date specified for such filingFiling Deadline Date, if any; (iib) any of the Initial Shelf Registration Statements required by this Agreement Statement has not been declared effective by under the Commission Securities Act 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 Deadline Date or (ivc) the aggregate duration of Deferral Periods in any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease period exceeds the number of days permitted in respect of such period pursuant to be effective (other than for a Suspension PeriodSection 4(h) without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that is declared effective (each such hereof. Each event referred to described in any of the foregoing clauses (ia) through (iv), c) is individually referred to herein as a “"Registration Default”." For purposes of this Agreement, each Registration Default shall begin on the dates set forth in the table below and shall end on the ending dates set forth in the table below: (a) the day after the Filing Deadline Date the date the Initial Shelf Registration Statement is filed (b) the day after the Effectiveness Deadline the date the Initial Shelf Registration Date Statement becomes effective under the Securities Act (c) the date on which the aggregate duration of the termination of the Deferral Period Deferral Periods in any period exceeds the that caused the limit on the aggregate number of days permitted by Section 4(h) duration of Deferral Periods to be exceeded Commencing on (and including) any date that a Registration Default has begun and ending on (but excluding) the next date on which there are no Registration Defaults that have occurred and are continuing (an "Additional Interest Accrual Period"), the Company hereby agrees that shall pay, as additional interest over and above the interest set forth in the title of the Notes and not as a penalty, to Record Holders of Registrable Securities an amount (the "Additional Interest Amount") accruing, (i) for each day to and including the 90th day in such Additional Interest Accrual Period, (A) in respect of any Note, at a rate borne by the Entitled Securities shall be increased by per annum equal to 0.25% of the aggregate principal amount of such Note and (B) in respect of each outstanding Underlying Share that is a Registrable Security at a rate per annum during equal to 0.25% on the 90-Conversion Price on such date, as the case may be, and (ii) for each day period immediately following from and after the occurrence 91st day in such Additional Interest Accrual Period, (A) in respect of any Registration Default and shall increase by 0.25% Note, at a rate per annum at equal to 0.50% of the beginning aggregate principal amount of such Note and (B) in respect of each subsequent 90-day period (outstanding Underlying Share that is a Registrable Security at a rate per annum equal to 0.50% on the Conversion Price on such increasedate, “Additional Interest”) until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00% per annum. Following as 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 Securitiescase may be; provided, however, that, if after any such reduction that in interest rate, the case of an Additional Interest Accrual Period that is in effect solely as a different result of a Registration Default occursof the type described in clause (c) of the preceding paragraph, such Additional Interest Amount shall be paid only to the Notice Holders (as set forth in the succeeding paragraph) that have delivered Notices and Questionnaires that caused the Company to incur the obligations set forth in Section 2(d) hereof, 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 non-performance of Additional Interest will be determined on which is the basis of a 360-day year comprised of twelve 30-day months and such Registration Default. In calculating the actual number of days Additional Interest Amount on Underlying Shares on any date on which no Notes are outstanding, the Conversion Price used shall be based on the Conversion Price that would be in effect if the Notes were still outstanding. Notwithstanding the foregoing, no 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 Amount shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the 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 (Amount with respect to any period subsequent shall not exceed 0.50% per annum notwithstanding the occurrence of multiple concurrent Registration Defaults. The Additional Interest Amount shall accrue from the first day of each applicable Additional Interest Accrual Period and shall be payable on each Additional Interest Payment Date during such Additional Interest Accrual Period (and, without duplication, on the Additional Interest Payment Date next succeeding the end of such Additional Interest Accrual Period if such Additional Interest Accrual Period does not end on an Additional Interest Payment Date) to the Record Holders of the Registrable Securities entitled thereto; provided, however, that any Additional Interest Amount accrued with respect to any Note or portion thereof redeemed or repurchased by the Company on a redemption date or repurchase date prior to an Additional Interest Payment Date, shall, in any such amendment event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or repurchase on the applicable redemption date or repurchase date, as the case may be, on such date, unless such redemption date or repurchase date occurs after June 15 or December 15 and on or prior to the next amendment corresponding Additional Interest Payment Date, in which case such Additional Interest Amount shall be paid to the Holder entitled to receive payments of interest in respect of which such information is so provided). All obligations Notes pursuant to the terms of the Company Indenture; provided further, however, that, in the case of a Registration Default of the type described in clause (c) of the first paragraph of this Section 3, such Additional Interest Amount shall be paid only to the Notice Holders entitled thereto pursuant to such first paragraph and the paragraph immediately above by check mailed to the address set forth in the preceding paragraph Notice and Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Notes or Underlying Shares, to pay seek any available remedy for the enforcement of the registration rights set forth in the Indenture, including for the payment of such Additional Interest Amount. Notwithstanding the foregoing, the Company and the Initial Purchasers agree that the sole damages payable for a violation of the terms of the registration rights set forth herein with respect to which an Additional Interest Amount is expressly provided shall be such Additional Interest Amount. Nothing shall preclude any Holder from pursuing or obtaining specific performance or other equitable relief with respect to the registration rights granted herein. All of the Company's obligations set forth in this Section 3 that are outstanding with respect to any Entitled Registrable Security at the time such security Registrable Security ceases to be an Entitled a Registrable Security shall survive until such time as all such obligations with respect to such security shall Registrable Security have been satisfied in fullfull (notwithstanding termination of the registration rights granted herein). The parties hereto agree that the Additional Interest Amount provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

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. The Holder of this Security is entitled to ------------------- the benefits of a Registration Rights Agreement, dated as of August 28, 2001, among the Company, Sub Co-Issuer and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. If (i) the Company fails to file any of Exchange Offer Registration Statement under 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 is not been declared effective by filed with the Commission on or prior to 90 days after the closing date specified for such effectiveness in this of the Acquisition, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the closing date of the Acquisition or 180 days after delivery of the notice and opinion of counsel pursuant to Section 2(b)(iii) of the Registration Agreement (the “Effectiveness Target Date”), or (iii) the Exchange Offer has is not been Consummated within 30 Business Days consummated on or prior to 210 days after the closing date 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”)Acquisition, the Company hereby agrees that the annual interest rate borne by the Entitled Securities shall this Security will be increased by 0.251.0% per annum during until the 90-day period immediately following Exchange Offer is completed or the occurrence of any Shelf Registration Default and shall increase Statement, if required by 0.25% per annum at the beginning of each subsequent 90-day period (such increaseRegistration Agreement, “Additional Interest”) until all is declared effective by the Commission or the Securities become freely tradeable under the Securities Act. Notwithstanding the foregoing, Holders who exchange Securities for freely tradeable Securities will not be entitled to additional interest, as set forth more fully in the Registration Defaults Agreement. Certain Holders who could have been curedexchanged Securities in the Exchange Offer for freely transferable Securities but did not do so may not be entitled to additional interest, but as set forth more fully in no event shall such increase exceed 1.00% per annumthe Registration Agreement. Following the cure of all Registration Defaults relating to any particular Entitled SecuritiesDefaults, the annual interest rate borne by the relevant Entitled Securities will be reduced shall return to the original interest rate borne by such Entitled before the Registration Default. For purposes of the foregoing, "Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, " means (i) each Initial Security until 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 date on which Additional Interest accrued during such period. In connection Initial Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Initial Security until the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance 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 iii) each Initial Security until the date on which such amendment and prior Initial Security is distributed to the next amendment in respect of which such information public pursuant to Rule 144 under the Securities Act or is so provided). All obligations of saleable pursuant to Rule 144(k) under 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 fullSecurities Act.

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 has not Consummated the Registration Statements required by this Agreement Exchange Offer on or before the date specified for such filingday that is 365 days after the Closing Date, if any; (ii) any if applicable, a Shelf Registration Statement covering resales of the Registration Statements required by this Agreement Securities has not been filed or declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), or (iii) if applicable, after the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any Shelf Registration Statement required by this Agreement is filed and is 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 the Shelf Registration Period without being succeeded within five Business Days immediately replaced by a post-effective amendment to such comparable Registration Statement that is filed and declared effective by the Commission (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 (“Additional Interest”) shall be increased by accrue on the principal amount of the Transfer Restricted Securities at a rate of 0.25% per annum during for the first 90-day period immediately following the occurrence of any such 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 increaseperiod, “Additional Interest”) up to a maximum rate of 1.00% per annum, until all Registration Defaults have been cured, but in no event shall cured or such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating affected Securities ceases to any particular Entitled 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 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 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. The accrual of such additional interest 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 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 180 days after the date specified for such effectiveness Issue Date (the “Exchange Offer Effectiveness Target Date”), (ii) in this Agreement the event the Company and the Note 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 180 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 (other than during a Blackout Period ) (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company and the Note 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 Immediately upon the earliest of (y) the cure of all Registration Defaults relating to any particular Entitled SecuritiesTransfer Restricted Securities and (z) 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, 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 has occurred and is pending, and (ii) Additional Interest will shall be determined on payable for Registration Defaults related to a failure of the basis of a 360-day year comprised of twelve 30-day months Company and the actual number of days on which Additional Interest accrued during such period. In connection with a Registration Default in respect of Note Guarantors to obtain 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 Statement by the Shelf Registration Statement or any subsequent amendment (with respect Effectiveness Target Date only to any period subsequent those Holders who sought to such amendment and prior have their notes registered pursuant to the next amendment in respect first paragraph of which such information is so provided)Section 4(a) hereof. All obligations of the Company and the Note 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 (a) The Company, Sirius and the Guarantors agree that the Holders will suffer damages if the Company, Sirius and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, Sirius and the Guarantors agree that if: (i) the Company fails Shelf Registration Statement is required to file any of be filed but is not declared effective within 180 days after March 17, 2009 (the “Registration Statements required Deadline”), or is declared effective by this Agreement on such date but thereafter ceases to be effective or before usable (unless the date specified for such filing, if any; Shelf Registration Statement ceases to be effective or usable as specifically permitted by the Section 3(a)(ix) hereof), (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”)Registration 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 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 and (iv), ii) a “Registration Default”), additional interest in the Company hereby agrees that the form of 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”) until will accrue on the affected Registrable Securities. The rate of Additional Interest will be 0.25% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured, but in no event shall (2) the date on which such increase exceed 1.00% per annum. Following Registrable Securities ceases to be Registrable Securities or otherwise become freely transferable by Holders other than affiliates of the cure of all Registration Defaults relating to any particular Entitled SecuritiesIssuers without further registration under the Securities Act. (b) So long as Registrable Securities remain outstanding, the interest rate borne by Company shall notify the relevant Entitled Securities Trustee within five business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be reduced to payable in cash semi-annually on each June 1st and December 1st (each a “Additional Interest Payment Date”), commencing with the original interest rate borne by first such Entitled Securities; provided, however, that, if date occurring 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 timecommences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Registrable Securities. The amount of Additional Interest for each Registrable Security will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of such Registrable Security outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and and, in the case of a partial month, 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 Statementelapsed), notwithstanding anything to and 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 denominator 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 full360.

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 on or prior to the Exchange Offer Effectiveness Target Date date specified for such consummation in this Agreement 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-post effective amendment to such Registration Statement that ceases 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 (during which such increase, “Additional Interest”) until all Registration Defaults have been curedDefault continues, but in no event shall such increase ever exceed a maximum of 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 to pay additional interest accrued with respect to a Registration Default 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 30 365 Business Days of after the Closing 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 thirty (30) 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 that, as payment for 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 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 exceed 1.00% per annumannum for all such defaults in the aggregate. 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 notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to pay be paid (an “Event Date”). Any amounts of Additional Interest for more than one Registration Default at a timedue pursuant to this Section 5 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and and, in the case of a partial month, 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 Statementelapsed), notwithstanding anything to and 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 denominator of which such information is so provided)360. 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 Registration Statement is not filed with the Registration Statements required by this Agreement Commission on or before prior to the date specified for such filingFiling Date, if any; (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 (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days of by the Exchange Offer Date, (iv) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission on or prior to the Shelf Effectiveness Target Date Deadline, or (ivv) 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 (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 cured), but in no event shall such increase exceed 1.00% per annumannum in the aggregate. Following On the cure of date all Registration Defaults relating to any the particular Entitled SecuritiesTransfer Restricted Securities are cured, 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 any 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. All accrued Additional Interest will be paid by the Company and any Guarantor on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated Transfer Restricted Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. The amount of Additional Interest will be determined by multiplying the applicable additional interest rate by the then outstanding principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360. Additional Interest pursuant to this Section 5 constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the Holders with respect to any Registration Default.

Additional Interest. If (i) the Company fails to file any of the Shelf Registration Statements Statement required by this Agreement has not been filed with the Commission on or before prior to the date specified for such filingShelf Filing Date, if any; (ii) 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 Section 4(a) of this Agreement (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated within 30 425 days after the Closing Date (or if such 425th 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 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 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. (a) If (i) the Company fails Exchange Offer has not been Consummated prior to file any of the Registration Statements required by this Agreement on 270th day after the Closing Date (or before if such 270th day is not a Business Day, the date specified for such filingnext succeeding Business Day), 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 30th day after the Shelf Filing Deadline (or if such effectiveness in this Agreement (30th day is not a Business Day, the “Effectiveness Target Date”), 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) at any time such 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 Periodexcept as permitted in Section 5(b) hereof) 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 (any such increaseincreased interest, “Additional Interest”) until all Registration Defaults have been cured), 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 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. (b) Notwithstanding anything to the contrary in Section 5(a), for one or more periods of up to 60 days in the aggregate in any 12-month period (each a “Suspension Period”), a Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to any Registration Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information or other information required by the Commission with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (including, for the avoidance of doubt, the existence of any material event with respect to the Company or any of its subsidiaries that would need to be described in such Registration Statement or the related Prospectus) and (ii) in the case of clause (y), the Company is proceeding promptly as reasonably practicable and in good faith to amend or supplement such Registration Statement and related Prospectus to describe such events.

Additional Interest. If The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if, other than as permitted hereunder, (ia) the Company fails to file any of the Initial Shelf Registration Statements required by this Agreement Statement has not been filed on or before prior to the date specified for such filing, if any; Filing Deadline Date, (iib) any of the Initial Shelf Registration Statements required by this Agreement Statement has not been declared effective by under the Commission Securities Act on or prior to the date specified for such effectiveness in this Agreement Effectiveness Deadline Date, or (the “Effectiveness Target Date”), (iiic) the Exchange Offer has not been Consummated within 30 Business Days aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 4(h) hereof. Each event described in any 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 foregoing clauses (ia) through (iv)c) is individually referred to herein as an “Event.” For purposes of this Agreement, a each Event set forth above shall begin on the dates set forth in the table below and shall end on the ending dates set forth in the table below: (a) Filing Deadline Date the date the Initial Shelf Registration Statement is filed (b) Effectiveness Deadline Date the date the Initial Shelf Registration Statement becomes effective under the Securities Act (c) the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 4(h) termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded Commencing on (and including) any date that an Event has begun and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (an “Registration DefaultAdditional Interest Accrual Period”), the Company hereby agrees shall pay, as Additional Interest and not as a penalty, to Record Holders of Registrable Securities an amount (the “Additional Interest Amount”) accruing, (1) for each day to and including the 90th day in the Additional Interest Accrual Period, (i) in respect of any Note, at a rate per annum equal to 0.25% of the aggregate principal amount of such Note and (ii) in respect of each share of outstanding Underlying Common Stock that is a Registrable Security at a rate per annum equal to 0.25% on the interest Conversion Price on such date, as the case may be and (2) for each day from and including the 91st day in the Additional Interest Accrual Period, (i) in respect of any Note, at a rate borne by per annum equal to 0.50% of the Entitled aggregate principal amount of such Note and (ii) in respect of each share of outstanding Underlying Common Stock that is a Registrable Security at a rate per annum equal to 0.50% on the Conversion Price on such date, as the case may be; provided that in the case of an Additional Interest Accrual Period that is in effect solely as a result of an Event of the type described in clause (c) of the preceding paragraph, such Additional Interest Amount shall be paid only to the Holders (as set forth in the succeeding paragraph) that have delivered Notices and Questionnaires that caused the Company to incur the obligations set forth in Section 2(d) the non-performance of which is the basis of such Event. In calculating the Additional Interest Amount on any date on which no Notes are outstanding, the Conversion Price and the Additional Interest Amount payable with respect to shares of Common Stock that are Registrable Securities shall be increased by 0.25% per annum during calculated as if the 90-day period immediately following Notes were still outstanding. Notwithstanding the occurrence of any Registration Default and foregoing, no Additional Interest Amount 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 accrue as to any particular Entitled Securities, Registrable Security from and after the interest rate borne by earlier of (x) the relevant Entitled Securities will be reduced to date such security is no longer a Registrable Security and (y) expiration of 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 provisionsEffectiveness Period. The Company shall not be required to pay rate of accrual of 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 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 (Amount with respect to any period subsequent shall not exceed 0.50%, notwithstanding the occurrence of multiple concurrent Events. The Additional Interest Amount shall accrue from the first day of the applicable Additional Interest Accrual Period, and shall be payable on each Additional Interest Payment Date during the Damage Accrual Period (and, without duplication, on the Additional Interest Payment Date next succeeding the end of the Additional Interest Accrual Period if the Additional Interest Accrual Period does not end on an Additional Interest Payment Date) to such amendment and the Record Holders of the Registrable Securities entitled thereto; provided that any Additional Interest Amount accrued with respect to any Note or portion thereof redeemed by the Company on a redemption date or converted into Underlying Common Stock on a conversion date prior to the next amendment Additional Interest Payment Date, shall, in respect any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of which such information is so providedconversion). All obligations ; provided further, that, in the case of an Event of the Company type described in clause (c) of the first paragraph of this Section 3, such Additional Interest Amount shall be paid only to the Holders entitled thereto pursuant to such first paragraph by check mailed to the address set forth in the preceding paragraph Notice and Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Notes or Underlying Common Stock, to pay seek any available remedy for the enforcement of this Agreement, including for the payment of such Additional Interest Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which an Additional Interest Amount is expressly provided shall be such Additional Interest Amount. Nothing shall preclude any Holder from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company’s obligations set forth in this Section 3 that are outstanding with respect to any Entitled Registrable Security at the time such security ceases to be an Entitled a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullfull (notwithstanding termination of this Agreement pursuant to Section 10(m)). The parties hereto agree that the Additional Interest Amount provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

Additional Interest. If (i) the Company fails to file any of the Exchange Offer Registration Statements required by this Agreement Statement has not been filed on or before prior to the date specified for such filingFiling Date (or has been filed without including all outstanding Transfer Restricted Existing 2017 Securities), if any; (ii) the Exchange Offer has not been Consummated on or prior to the Exchange Date (or has been Consummated without exchanging all tendered Transfer Restricted Existing 2017 Securities), (iii) any 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 Shelf Filing Deadline (the “Effectiveness Target Date”), (iii) the Exchange Offer or has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date included all Transfer Restricted Existing 2017 Notes that made a request to be included in a Shelf Registration Statement) 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 (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 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 and the Transfer Restricted Existing 2017 Securities or (ii) all Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities have become Freely Tradable, the interest rate 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 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 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 days 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 annumannum (any such increase in 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 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 ; provided further, that if a Registration Default in respect shall occur and be continuing on the date that is two years following the Issue Date, such interest rate borne by the Transfer Restricted Securities shall be increased at a rate 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)1.00% per annum permanently. All obligations of the Company Company, the Guarantors and the Pledgors 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. In the event the Company is not eligible for Form F-3 or S-3, a Registration Default shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with this Section 5 from the day such Registration Default occurs until such Registration Default is cured.

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 to be filed by the Company pursuant to 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”), (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 ceases to be effective (other than for a Suspension Period) or usable in connection with resales or exchanges of Securities covered thereby during the periods specified in 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 except as permitted by Section 6(e) (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 1.000.5% per annumannum (“Additional Interest”). All accrued Additional Interest will be paid by the Company on each interest payment date. 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) On the Company fails to file any first Payment Date 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 each calendar month on or prior to the date specified last day of the Revolving Credit Period (and on a pro-rata basis for the first Payment Date of the first calendar month immediately following the last day of the Revolving Credit Period), Borrower shall pay to Agent, for the benefit of Lenders, with respect to the prior calendar month, period occurring since the immediately prior Payment Date (or, with respect to the first Payment Date, for the period occurring since the Closing Date) as additional interest: (i) an amount equal to the product of (a) one half of one percent (0.50%) multiplied by (b) the difference between the Maximum Loan Amount and the Average Daily Balance for such effectiveness period, multiplied by (c) the actual number of days in this Agreement such period, divided by (d) 360 (the “Effectiveness Target DateUnused Additional Interest”); and (ii) if, (iii) the Exchange Offer has not been Consummated within 30 Business Days as 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 end of the immediately preceding calendar month (other than the calendar month immediately preceding the initial Payment Date), the Utilization Ratio is less than the Minimum Utilization Ratio for a Suspension Periodsuch calendar month, an amount equal to (a) without being succeeded within five Business Days the Calculated Rate multiplied by a post-effective amendment to such Registration Statement that is declared effective (each such event referred to in clauses b) the difference of (i) through the product Minimum Utilization Ratio multiplied by the Maximum Facility Amount, minus (iv)ii) the Average Daily Balance for such calendar month, a multiplied by (c) the actual number of days in such period, divided by (d) 360 (the “Registration Default”)Minimum Utilization Additional Interest” and together with the Unused Additional Interest, collectively, 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, thatthat prior to the Advance Rate Increase Date, so long as the Maximum Loan Amount is $200,000,000, the Minimum Utilization Additional Interest shall be equal zero with respect to any calendar month for which the Average Daily Balance equals or exceeds (i) for the first twelve (12) months following the Closing Date, $35,000,000 and (ii) for each month thereafter, $70,000,000. For the avoidance of doubt, if after the Minimum Utilization Additional Interest is paid on any such reduction in interest rate, a different Registration Default occursPayment Date, the interest rate borne by the relevant Entitled Securities shall again be increased pursuant to the foregoing provisions. The Company Borrower shall not be required to pay any Unused 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 (solely with respect to any period subsequent to such amendment and prior to the next amendment in respect total amount of which such information is so provided). All obligations additional principal balance of the Company set forth in the preceding paragraph to pay Additional Interest Loan that are outstanding with respect to any Entitled Security at the time such security ceases would have needed to be an Entitled Security shall survive until such outstanding in order to cause the Utilization Ratio to be equal to Minimum Utilization Ratio for the correlative time as all such obligations with respect to such security shall have been satisfied in fullperiod.

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. The Company shall not be required to pay All accrued and unpaid Additional Interest for more than one Registration Default at a timeshall be paid by the Company on each applicable Interest Payment Date. The amount sole remedy for all Registration Defaults shall be the payment 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 as 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 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, 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 (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 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 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 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 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 (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 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”"), PMC and the Company Guarantors hereby agrees jointly and severally 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. Additional interest will not be payable pursuant to more than one provision of this Section 5 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; providedPROVIDED, howeverHOWEVER, 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 Note 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) 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 (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated within 30 Business Days 390 days of the Exchange Offer Effectiveness Target Closing Date 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 periods required under 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 on the principal amount of the then Accreted Value of the Transfer Restricted Securities during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum on the principal amount of the then Accreted Value of the Transfer Restricted Securities at the beginning end of each subsequent 90-day period (such increase, increases “Additional Interest”) until all Registration Defaults have been cured), but in no event shall such increase exceed 1.00% per annum. Any amounts of Additional Interest due pursuant to this Section 5 will be, at the option of the Issuer, either (x) added to the Accreted Value of the Transfer Restricted Securities or (y) paid in cash, in each case on the relevant Semi-Annual Accrual Date to Holders of record on the relevant regular record date. 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; provided that no obligations set forth in the preceding paragraph will continue to accrue after such security ceases to be a Transfer Restricted Security.

Additional Interest. If The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated May 19, 2000, among the Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Company fails to file any of Exchange Offer Registration Statement nor 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 filed with the Commission on or prior to the 90th day following the date specified for such effectiveness in this Agreement of the original issuance of the Securities, (ii) the “Effectiveness Target Date”)Exchange Offer Registration Statement has not been declared effective on or prior to the 150th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated within 30 Business Days consummated nor the Shelf Registration Statement has been declared effective on or prior to the 180th day following the date of the Exchange Offer Effectiveness Target Date original issuance of the Securities, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or usable (other than for a Suspension Periodsubject to certain exceptions) without being succeeded within five Business Days by a post-effective amendment in connection with resales of the Securities at any time that the Company is obligated to such maintain the effectiveness thereof pursuant to the Registration Statement that is declared effective Rights Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), interest (the "Additional Interest") shall accrue (in addition to stated interest on the Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at 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 equal to 0.50% of the 90-day period immediately following principal amount of the occurrence of any Registration Default and Securities; provided, however, that such rate per annum shall increase by 0.25% per annum at from and including the beginning of 91st day after the first such Registration Default (and each subsequent 90-successive 91st day period (such increase, “Additional Interest”thereafter) unless and until all Registration Defaults have been cured; provided further, but however, that in no event shall such increase exceed 1.00the Additional Interest accrue at a rate in excess of 1.50% 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 360payable in cash semi-day year comprised of twelve 30-day months annually in arrears each May 1 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 fullNovember 1.

Additional Interest. (a) If (i) the Company fails to file any of the Shelf Registration Statements Statement required by this Agreement has not been filed with the Commission on or before prior to the date specified for such filingShelf Filing Deadline, if any; (ii) 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 Section 4(a) of this Agreement (the “Effectiveness Target Date”)Agreement, (iii) the Exchange Offer has not been Consummated within 30 390 days after the Closing Date (or if such 390th 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 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 the total interest rate payable 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 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) In the Company fails to file any of event that (A) the applicable Registration Statements required by this Agreement Statement is not filed with the SEC on or before prior to the date specified herein for such filing, if any; (iiB) any of the applicable Registration Statements required by this Agreement has Statement is not been declared effective by the Commission SEC on or prior to the date specified herein for such effectiveness, (C) the Exchange Offer is required to be consummated hereunder and the Issuers fail to consummate the Exchange Offer on or prior to the date specified for such effectiveness in this Agreement effectiveness, or (the “Effectiveness Target Date”), (iiiD) the Exchange Offer has not been Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date or (iv) any applicable Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Securities, as the case may be, during the periods specified herein (other than for as a Suspension Periodresult of an order suspending the effectiveness of such Registration Statement or otherwise) without being immediately succeeded within five Business Days by a post-effective amendment to such an additional Registration Statement that is covering the Transfer Restricted Securities which has been filed and declared effective (each such event referred to in clauses (iA) through (ivD), a “Registration Default”), then the Company hereby agrees that Issuers shall pay, jointly and severally, additional interest to each Holder of Transfer Restricted Securities as to which such Registration Default relates (“Additional Interest”), with respect to the interest rate borne by the Entitled Securities shall be increased by 0.25% per annum during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of any such Registration Default and shall increase by Default, in an amount equal to 0.25% per annum at of the beginning principal amount of the affected Transfer Restricted Securities of such Holder. The amount of Additional Interest will increase by an additional 0.25% per annum of the principal amount of the affected Transfer Restricted Securities of such Holder for each subsequent 90-day period (such increase, “Additional Interest”or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, but in no event shall such increase exceed up to an aggregate maximum amount of 1.00% per annumannum of the principal amount of the affected Transfer Restricted Securities of such Holder. Following Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Default exists. Immediately following the cure or other termination of all outstanding Registration Defaults relating Defaults, the accrual of Additional Interest will cease and no more Additional Interest will be due or payable to any particular Entitled SecuritiesHolder. Notwithstanding the foregoing, (1) 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 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 (2) 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 or any subsequent amendment (e.g., such Holder has not elected to include information) 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. (ii) The Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which such information Additional Interest is so providedrequired to be paid (an “Event Date”). All obligations Additional Interest shall be paid in arrears by depositing with the Trustee, in trust, for the benefit of the Company 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 in arrears on each interest payment date set forth in the preceding paragraph Indenture 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 shall be deemed to accrue from, and including the day following, the applicable Event Date. (iii) A Registration Default referred to in Section 2(e)(i)(D) shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement if the Company has determined to suspend to the use of a Shelf Registration Statement for the following reasons: (1) its board of directors determines, in good faith, a bona fide business purpose exists or is pending which makes such suspension necessary, or (2) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and its board of directors determines, in good faith, that are outstanding any such disclosure would jeopardize the success of the transaction or that disclosure of the transaction is prohibited pursuant to terms thereof; provided that if such Registration Default occurs for a period of more than 60 days in any calendar year, Additional Interest shall be payable in accordance with this Section 2(e) from the 61st day after such suspension occurs until such suspension is terminated or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement or related prospectus usable. In addition, Additional Interest shall not be payable in respect to any Entitled Security at of a Registration Default if the Company has not exceeded 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 periods set forth in fullSection 2(b).

Additional Interest. If (ia) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantors fails to file any Consummate the Exchange Offer (a “Registration Default”) and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Registration Statements required by this Agreement Company and the Guarantors agree to pay additional cash interest on or before the date specified for such filing, if any; Notes (ii“Additional Interest”) any of under the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior circumstances and to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) extent set forth below if the Exchange Offer has not been Consummated within 30 Business Days on or prior to the Consummation Date, Additional Interest shall accrue on the Notes over and above any stated interest at a per annum rate 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 on the 90-day period principal amount such Notes for the first 90 days immediately following the occurrence Consummation Date, such Additional Interest rate increasing by an additional per annum rate of any Registration Default and shall increase by 0.25% per annum on the principal amount such Notes 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 Securitiesperiod; provided, however, thatthat the maximum Additional Interest rate on the Notes may not exceed at any one time a per annum rate of 1.0% over and above any stated interest rate; and provided further, if that upon Consummation of the Exchange Offer Additional Interest on the Notes or the Shelf Notes, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause a Shelf Registration Statement to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Section 4 constitutes liquidated damages with respect to a Registration Default and shall be the exclusive monetary remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after the date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring 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 timecommences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and and, in the case of a partial month, 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 Statementelapsed), notwithstanding anything to and 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 denominator 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 full360.

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 have 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 60 days 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 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 (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 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 and for so long as the Trust is the holder of all Debt Securities and is subject to or otherwise required to pay, or is required to withhold from distributions to holders of Trust Securities, any additional taxes (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”including withholding taxes), (iii) the Exchange Offer has not been Consummated within 30 Business Days duties, assessments or other governmental charges as a result 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”)Tax Event, the Company hereby agrees will pay such additional amounts (the "Additional Interest") on the Debt Securities as shall be required so that the interest rate borne net amounts received and retained by the Entitled Trust for distribution to holders of Trust Securities after paying all taxes (including withholding taxes on distributions to holders of Trust Securities), duties, assessments or other governmental charges will be equal to the amounts the Trust would have received and retained for distribution to holders of Trust Securities after paying all taxes (including withholding taxes on distributions to holders of Trust Securities), duties, assessments or other governmental charges if no such additional taxes, duties, assessments or other governmental charges had been imposed. Whenever in this Indenture or the Debt Securities there is a reference in any context to the payment of principal of or interest on the Debt Securities, such mention shall be increased by 0.25% per annum during deemed to include mention of payments of 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 Interest provided for 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 this paragraph to the original interest rate borne by extent that, in such Entitled Securities; context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Interest (if applicable) in any provisions hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made, provided, however, that, if after any such reduction in that the deferral of the payment of interest rate, a different Registration Default occurs, the interest rate borne by the relevant Entitled Securities shall again be increased during an Extension Period pursuant to the foregoing provisions. The Company Section 2.11 shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount defer the payment 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 that may be due 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 fullpayable.

Additional Interest. If (ia) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantors fails to file any fulfill its Consummate the Exchange Offer (a “Registration Default”) and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Registration Statements required by this Agreement Company and the Guarantors agree to pay additional cash interest on or before the date specified for such filing, if any; Notes (ii“Additional Interest”) any of under the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior circumstances and to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) extent set forth below if the Exchange Offer has not been Consummated within 30 Business Days on or prior to the Consummation Date, Additional Interest shall accrue on the Notes over and above any stated interest at a per annum rate 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 on the 90-day period principal amount such Notes for the first 90 days immediately following the occurrence Consummation Date, such Additional Interest rate increasing by an additional per annum rate of any Registration Default and shall increase by 0.25% per annum on the principal amount such Notes 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 Securitiesperiod; provided, however, thatthat the maximum Additional Interest rate on the Notes may not exceed at any one time a per annum rate of 1.0% over and above any stated interest rate; and provided further, if that upon Consummation of the Exchange Offer Additional Interest on the Notes or the Shelf Notes, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause a Shelf Registration Statement to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Section 4 constitutes liquidated damages with respect to a Registration Default and shall be the exclusive monetary remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after the date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring 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 timecommences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and and, in the case of a partial month, 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 Statementelapsed), notwithstanding anything to and 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 denominator 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 full360.

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) 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) or usable without being succeeded within five Business Days immediately by a post-effective amendment to such an additional Registration Statement that is covering the Transfer Restricted Notes which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), the Company hereby agrees that then the interest rate borne by on the Entitled Securities shall be increased by 0.25% per annum during Transfer Restricted Notes as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of any such Registration Default and shall increase by 0.25in an amount equal to 0.50% per annum at of the beginning principal amount of the Notes. The rate of additional Interest will increase by an additional 0.50% per annum of the principal amount of the Notes for each subsequent 90-day period (such increase, “Additional Interest”or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, but in no event up to a maximum amount of 1.50% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such increase exceed 1.00% per annumRegistration Defaults exist. Following the cure of all a Registration Defaults relating to any particular Entitled SecuritiesDefault, the interest rate accrual of Additional Interest with respect to such Registration Default will cease. borne by the relevant Entitled Securities Notes will be reduced to the original interest rate borne by if the Company is otherwise in compliance with this Agreement at 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 provisionstime. 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 shall be determined computed based on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days on elapsed in each 90-day period in 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 is unusable. The Company shall notify the Trustee within three Business Days after each and prior to the next amendment every date on which an event occurs in respect of which such information Additional Interest is so providedrequired to be paid (an "Event Date"). All obligations Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Company Holders of Transfer Restricted Notes, 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 Notes entitled to receive the interest payment to be paid on such date as set forth in the preceding paragraph Indenture. Each obligation to pay Additional Interest that are outstanding with respect shall be deemed to any Entitled Security at accrue from and including 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 fullday following the applicable Event Date.