Common use of An Exchange Offer Registration Statement pursuant to Section Clause in Contracts

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Notes pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Notes pursuant to such Registration Statement may legally resume. In the event (i) the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 120th calendar day after the Issue Date, (ii) the Exchange Offer Registration Statement has not been declared effective by the SEC on or prior to the 180th calendar day after the Issue Date, (iii) the Exchange Offer has not been consummated on or prior to the 45th calendar day following the date the Exchange Offer Registration Statement is declared effective by the SEC, or (iv) if required under the terms of this Agreement, a Shelf Registration Statement is not filed and declared effective by the SEC within the time periods referred to in Section 2(b) hereof (each of the events described in the above paragraphs (i) through (iv) being referred to as a "REGISTRATION DEFAULT"), the interest rate on the Initial Notes will be increased by 0.25% per annum from and including the date on which any such Registration Default shall occur to but excluding the date on which the Registration Default is cured. In the event that the Shelf Registration Statement required to be effective pursuant to Section 2(b) hereof (A) ceases to be effective or becomes unusable for its intended purpose at any time during the period specified by Section 2(b) hereof without being succeeded within 30 calendar days by a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement that is declared effective by the SEC, or (B) ceases to be effective or usable for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate borne by the Initial Notes also shall be increased by 0.25% per annum, in the case of (A), from and including the 31st calendar day to but excluding the date that a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement succeeds the original Shelf Registration Statement which is usable by Holders for purposes of resales of their Registrable Notes and, in the case of (B), from and including the 61st day after the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective. The maximum aggregate increase in the interest rate will in no event exceed 0.25%. Any amounts payable under this Section 2(d) shall be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. All calculations pursuant to this Section 2(d) shall be carried out to five decimal places. The Additional Interest due shall be payable on each Interest Payment Date to the record Holder entitled to receive the interest payment to be paid on such Interest Payment Date as set forth in the Indenture. Additional Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. All of the Company's obligations under this Section 2(d) shall survive termination of this Agreement.

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Notes pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Notes pursuant to such Registration Statement may legally resume. In the event (i) that either the Exchange Offer Registration Statement is not filed with completed or the SEC Shelf Registration Statement, if required hereby, is not declared effective on or prior to [ ], 2005 [insert date 210 days after closing date] (the 120th calendar day after the Issue “Target Registration Date, (ii) the Exchange Offer Registration Statement has not been declared effective by the SEC on or prior to the 180th calendar day after the Issue Date, (iii) the Exchange Offer has not been consummated on or prior to the 45th calendar day following the date the Exchange Offer Registration Statement is declared effective by the SEC, or (iv) if required under the terms of this Agreement, a Shelf Registration Statement is not filed and declared effective by the SEC within the time periods referred to in Section 2(b) hereof (each of the events described in the above paragraphs (i) through (iv) being referred to as a "REGISTRATION DEFAULT"”), the interest rate on the Initial Notes Registrable Securities will be increased by (i) 0.25% per annum from for the first 90-day period immediately following the Target Registration Date and including (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the date on which any such Registration Default shall occur to but excluding the date on which the Registration Default Exchange Offer is cured. In the event that completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act, up to a maximum of 1.00% per annum of additional interest. If a Shelf Registration Statement is required to be filed due to an unsold allotment of Registrable Securities held by an Initial Purchaser and the shelf registration is not declared effective pursuant on the later of (x) 180 days after the Closing Time and (y) 90 days after such Initial Purchaser informs the Company of such unsold allotment (the “Additional Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Additional Registration Date and (ii) an additional 0.25% per annum with respect to Section 2(b) hereof (A) each subsequent 90-day period until the shelf registration is declared effective, up to a maximum of 1.00% per annum of additional interest; provided, however, that in the event of a Shelf Registration Statement due to an unsold allotment, holders of Registrable Securities that are permitted to participate in the Exchange Offer but fail to do so shall not be entitled to the foregoing increase in interest rate, and the Initial Purchasers shall cooperate with the Company in identifying the Securities not entitled to such increase in interest rate. If the Shelf Registration Statement, if required hereby, has been declared effective and thereafter either ceases to be effective or becomes unusable for its intended purpose the Prospectus contained therein ceases to be usable at any time during the period specified by Section 2(b) hereof without being succeeded within 30 calendar days by a Prospectus supplementShelf Effectiveness Period, if applicable, or a post-effective amendment and such failure to the Shelf Registration Statement or a new Shelf Registration Statement that is declared effective by the SEC, or (B) ceases to be remain effective or usable exists for more than 60 days, 30 days (whether or not consecutive, during ) in any 12-month period, then the interest rate borne by on the Initial Notes also shall Registrable Securities will be increased by (i) 0.25% per annum, in annum for the case of (A), from and including first 90-day period commencing on the 31st calendar day of such failure to but excluding the remain effective or usable in such 12-month period and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum of additional interest, and ending on such date that a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement has again been declared effective or a new Shelf Registration Statement succeeds the original Shelf Registration Statement which is usable by Holders for purposes of resales of their Registrable Notes and, in the case of (B), from and including the 61st day after the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement Prospectus again becomes effective. The maximum aggregate increase in the interest rate will in no event exceed 0.25%. Any amounts payable under this Section 2(d) shall be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. All calculations pursuant to this Section 2(d) shall be carried out to five decimal places. The Additional Interest due shall be payable on each Interest Payment Date to the record Holder entitled to receive the interest payment to be paid on such Interest Payment Date as set forth in the Indenture. Additional Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. All of the Company's obligations under this Section 2(d) shall survive termination of this Agreementusable.

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, that if, after it has been declared effective, the offering of Registrable Notes Certificates pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Notes Certificates pursuant to such Registration Statement may legally resume. In the event (i) that neither the consummation of the Exchange Offer Registration Statement is not filed with nor the SEC on or prior to the 120th calendar day after the Issue Date, (ii) the Exchange Offer Registration Statement has not been declared effective declaration by the SEC Commission of a Shelf Registration to be effective (each a "Registration Event") occurs on or prior to the 180th calendar day after the Issue Date, (iii) the Exchange Offer has not been consummated on or prior to the 45th calendar day following the date the Exchange Offer Registration Statement is declared effective by the SEC, or (iv) if required under the terms of this Agreement, a Shelf Registration Statement is not filed and declared effective by the SEC within the time periods referred to in Section 2(b) hereof (each of the events described in issuance of the above paragraphs (i) through (iv) being referred to as a "REGISTRATION DEFAULT")Registrable Certificates, the interest rate on per annum borne by the Initial Notes will Certificates shall be increased by 0.25% per annum 0.50%, effective from and including the date on which any such Registration Default shall occur August 9, 1998, to but excluding the date on which the a Registration Default is curedEvent occurs. In the event that the Shelf Registration Statement required to be effective pursuant to Section 2(b) hereof (A) ceases to be effective or becomes unusable for its intended purpose at any time during the period specified by Section 2(b) hereof without being succeeded within 30 calendar days by a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement that is declared effective by the SEC, or (B) ceases to be effective or usable for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate borne by the Initial Notes also Certificates shall be increased by 0.250.50% per annum, in the case of (A), annum from and including the 31st calendar day to but excluding the date that a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement succeeds the original Shelf Registration Statement which is usable by Holders for purposes of resales of their Registrable Notes and, in the case of (B), from and including the 61st day after of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective. The maximum aggregate increase in the interest rate will in no event exceed 0.25%. Any amounts payable under this Section 2(d) shall be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. All calculations pursuant to this Section 2(d) shall be carried out to five decimal places. The Additional Interest due shall be payable on each Interest Payment Date to the record Holder entitled to receive the interest payment to be paid on such Interest Payment Date as set forth in the Indenture. Additional Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. All of the Company's obligations under this Section 2(d) shall survive termination of this Agreement.

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; providedPROVIDED, howeverHOWEVER, that, if, after it has been declared effective, the offering of Registrable Notes Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Notes Securities pursuant to such Registration Statement may legally resume. In the event (i) the Exchange Offer is not consummated and the Shelf Registration Statement is not filed with the SEC declared effective on or prior to the 120th calendar day date that is 180 days after March 18, 1998, the Issue Dateinterest rate on the Securities will be increased by 0.5% per annum commencing the date that is 180 days after March 18, (ii) 1998, until the Exchange Offer Registration Statement has not been declared effective by is consummated or the SEC on or prior to the 180th calendar day after the Issue Date, (iii) the Exchange Offer has not been consummated on or prior to the 45th calendar day following the date the Exchange Offer Shelf Registration Statement is declared effective by the SEC, or (iv) if required under ; provided that in the terms case of this Agreement, a Shelf Registration Statement, if the Company is unable to cause such Shelf Registration Statement is to become effective because Holders of Registrable Securities have not filed and declared effective provided information with respect to themselves as required by law to be included therein pursuant to the SEC within the time periods referred to Company's request as provided herein, such 0.5% increase in Section 2(b) hereof (each of the events described in the above paragraphs (i) through (iv) being referred to as a "REGISTRATION DEFAULT"), the interest rate on shall be payable only to Holders that have furnished such information required by law to be included therein to the Initial Notes will be increased by 0.25% per annum Company pursuant to its request hereunder from and including but excluding the date on which any such Registration Default shall occur information is provided to the Company to but excluding the date on which the Registration Default is cured. In the event that the Shelf Registration Statement required to be effective pursuant to Section 2(b) hereof (A) ceases to be effective or becomes unusable for its intended purpose at any time during the period specified by Section 2(b) hereof without being succeeded within 30 calendar days by a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement that is declared effective by the SEC, or (B) ceases to be effective or usable for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate borne by the Initial Notes also shall be increased by 0.25% per annum, in the case of (A), from and including the 31st calendar day to but excluding the date that a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement succeeds the original Shelf Registration Statement which is usable by Holders for purposes of resales of their Registrable Notes and, in the case of (B), from and including the 61st day after the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective. The maximum aggregate increase in the interest rate will in no event exceed 0.25%. Any amounts payable under this Section 2(d) shall be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. All calculations pursuant to this Section 2(d) shall be carried out to five decimal places. The Additional Interest due shall be payable on each Interest Payment Date to the record Holder entitled to receive the interest payment to be paid on such Interest Payment Date as set forth in the Indenture. Additional Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. All of the Company's obligations under this Section 2(d) shall survive termination of this Agreement.

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, that if, after it has been declared effective, the offering of Registrable Notes Certificates pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have become been effective during the period of such interference interference, until the offering of Registrable Notes Certificates pursuant to such Registration Statement may legally resume. (e) Increase in Interest Rate. In the event (i) the Exchange Offer that no Registration Statement is not filed with the SEC Event has occurred on or prior to the 120th calendar 210th day after the Issue Closing Date, the interest rate per annum payable in respect of the Initial Certificates shall be increased by 0.50%, effective from and including such 210th day, to but excluding the earlier of (i) the date on which a Registration Event occurs and (ii) the Exchange Offer Registration Statement has not been declared effective by the SEC date on or prior which there cease to the 180th calendar day after the Issue Datebe any Registrable Certificates, (iii) the Exchange Offer has not been consummated on or prior to the 45th calendar day following the date the Exchange Offer Registration Statement is declared effective by the SEC, or (iv) if required under the terms which additional interest shall be paid through a combination of this Agreement, a Shelf Registration Statement is not filed and declared effective by the SEC within the time periods referred to an increase in Section 2(b) hereof (each of the events described in the above paragraphs (i) through (iv) being referred to as a "REGISTRATION DEFAULT"), the interest rate per annum borne by the Equipment Notes of 0.50% and, if applicable, an increase in the interest rate per annum payable on the Initial Notes will be increased by 0.25Deposits of 0.50% per annum from and including pursuant to the date on which any such Registration Default shall occur to but excluding the date on which the Registration Default is curedDepositary Agreements. In the event that the Shelf Registration Statement required to be effective pursuant to Section 2(b) hereof (A) ceases to be effective or becomes unusable for its intended purpose at any time during the period specified by Section 2(b2(b)(B) hereof without being succeeded within 30 calendar days by a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement that is declared effective by the SEC, or (B) ceases to be effective or usable for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate borne by payable in respect of the Initial Notes also Certificates shall be increased by 0.250.50% per annum, in the case of (A), annum from and including the 31st calendar day to but excluding the date that a Prospectus supplement, if applicable, or a post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement succeeds the original Shelf Registration Statement which is usable by Holders for purposes of resales of their Registrable Notes and, in the case of (B), from and including the 61st day after of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective. The maximum aggregate effective (or, if earlier, the end of the period specified by Section 2(b)(B) hereof), which additional interest shall be paid through a combination of an increase in the interest rate will per annum borne by the Equipment Notes of 0.50% and, if applicable, an increase in no event exceed 0.25%. Any amounts the interest rate per annum payable under this Section 2(d) shall be deemed "ADDITIONAL INTEREST" for purposes on the Deposits of this Agreement. All calculations 0.50% pursuant to this Section 2(d) shall be carried out to five decimal places. The Additional Interest due shall be payable on each Interest Payment Date to the record Holder entitled to receive the interest payment to be paid on such Interest Payment Date as set forth in the Indenture. Additional Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. All of the Company's obligations under this Section 2(d) shall survive termination of this AgreementDepositary Agreements.