Common use of Increase in Interest Rate Clause in Contracts

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th calendar day after the Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th calendar day after the Closing Date or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th calendar day after the Closing Date, the interest rate borne by the Debt Securities shall be increased by 0.50% per annum, as liquidated damages, following such 45th day in the case of clause (i) above, such 105th day in the case of clause (ii) above, or such 180th day in the case of clause (iii) above; provided, however, that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon (A) the filing of the Exchange Offer Registration Statement after the 45th day described in clause (i) above, (B) the effectiveness of the Exchange Offer Registration Statement after the 105th day described in clause (ii) above or (C) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th day described in clause (iii) above, the interest rate borne by the Debt Securities from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will be reduced to the original interest rate only if there is not then continuing a default with respect to any of the events set forth in the immediately preceding sentence causing the interest rate borne by the Debt Securities to increase.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th calendar day after following the Closing Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th calendar day after following the Closing Date or Original Issue Date, (iii) the Exchange Offer is not consummated or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective by the SEC on or prior to the 180th 135th calendar day after following the Closing Original Issue Date, the interest rate borne by the Debt Securities shall be increased by 0.50% per annum, as liquidated damages, following such 45th day in the case of clause or (iiv) above, such 105th day in the case of clause (ii) above, or such 180th day in the case of clause (iii) above; provided, however, that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default"), the per annum interest rate borne by the SEC on or prior Initial Notes shall be increased by one-quarter of one percent (0.25%) with respect to the 105th first 90-day period following the Closing Datesuch Registration Default, then Debt Securities owned by Persons who do not comply payable in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any cash on each interest payment date, such increase in the interest rate to increase by an additional one-quarter of one percent (0.25%) for any each subsequent 90-day after the 180th day following the Closing Dateperiod until such Registration Default has been cured, up to a maximum increase of one percent (1.0%) per annum. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 45-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th 105-day period described in clause (ii) above or above, (Cy) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 135-day period described in clause (iii) above or (z) the cure of any Registration Default described in clause (iv) above, the interest rate borne by the Debt Securities Initial Notes from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that if, after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate borne by the Debt Securities will may again be reduced increased pursuant to the original interest rate only if there is not then continuing a default with respect to any of the events set forth in the immediately preceding sentence causing the interest rate borne by the Debt Securities to increaseforegoing provisions.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC consummated on or prior to the 45th 300th calendar day following the Closing Time, or (ii) if required, a Shelf Registration Statement with respect to the Registrable Senior Securities is not declared effective on or prior to the 360th calendar day after the Closing Date, Time (ii) the Exchange Offer Registration Statement is not declared effective by the SEC or on or prior to before the 105th calendar day after end of the Closing Date Request Extension Period, if longer), or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by Election Periods exceed, in the SEC on or prior to aggregate, 90 days during any 365-day period the 180th calendar day after the Closing Date, the per annum interest rate borne by the Debt Registrable Senior Securities shall be increased by 0.50% one-quarter of one percent (0.25%) per annum, as liquidated damages, annum following such 45th 300-day period in the case of clause (i) above, following such 105th 360-day period (or Request Extension Period, if longer) in the case of clause (ii) above, or following such 180th 90-day period in the case of clause (iii) above, which rate will be increased by an additional quarter of one percent (0.25%) per annum for each 90-day period during which noncompliance continues; provided, however, provided that the aggregate amount of any such increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon Upon (Ay) the filing consummation of the Exchange Offer Registration Statement after the 45th 300-day period described in clause (i) above, (B) the effectiveness of the Exchange Offer Registration Statement after the 105th day described in clause (ii) above or (Cz) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 360-day period (or Request Extension Period, if longer) described in clause (iiiii) above, the interest rate borne by the Debt Senior Securities from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will shall be reduced to the original interest rate only if there the Company is not then continuing otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a default with respect to any of the events set forth different event specified in the immediately preceding sentence causing clause (i), (ii) or (iii) above occurs, the interest rate borne by shall again be increased pursuant to the Debt Securities to increaseforegoing provisions. No increase in the rate under clause (i) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th 150th calendar day after following the Closing Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th 180th calendar day after following the Closing Date or date hereof, (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th 30/th/ calendar day after following the date of effectiveness of the Exchange Offer Registration Statement, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Debentures is not declared effective on or prior to the 210/th/ calendar day following the Closing DateTime, the per annum interest rate borne by the Debt Securities Registrable Debentures shall be increased by 0.50% one-quarter of one percent (0.25%) per annum, as liquidated damages, annum following such 45th 150-day period in the case of clause (i) above, following such 105th 210-day period in the case of clause (ii) above, or following such 180th 30-day period in the case of clause (iii) above, or following such 210-day period in the case of (iv) above, which rate will be increased by an additional quarter of one percent (0.25%) per annum for each 90-day period that any additional interest continues to accrue; provided, however, provided that the aggregate amount of any such increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 150-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th 180-day period described in clause (ii) above or above, (Cy) the consummation of the Exchange Offer after the 30-day period described in clause (iii) above, or (z) the effectiveness of a Shelf Registration Statement, as the case may be, Statement after the 180th 210-day period described in clause (iiiiv) above, the interest rate borne by the Debt Securities Debentures from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will shall be reduced to the original interest rate only if there the Company is not then continuing otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a default with respect to any of the events set forth different event specified in the immediately preceding sentence causing clause (i), (ii), (iii) or (iv) above occurs, the interest rate borne by shall again be increased pursuant to the Debt Securities to increaseforegoing provisions.

Increase in Interest Rate. In the event that that: (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th calendar 120th day after following the Closing Date, ; or (ii) the The Exchange Offer Registration Statement is not declared effective within 20 business days after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC on that the Exchange Offer Registration Statement will not be reviewed, or prior will not be subject to the 105th calendar day after the Closing Date or further review; or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th calendar 360th day after following the Closing Dateeffective date of the Exchange Offer Registration Statement; (each of the events referred to in clauses (i), (ii) and (iii) above being hereinafter called a “Registration Default”), the per annum interest rate borne by the Debt Registrable Securities shall be increased (“Additional Interest”) by 0.50% one-quarter of one percent (0.25%) per annum, as liquidated damages, annum immediately following such 45th 120-day period in the case of clause (i) above, above or immediately following such 105th 20-business-day period in the case of clause (ii) above, above or immediately following such 180th 360-day period in the case of clause (iii) above, which rate will be increased by an additional one-quarter of one percent (0.25%) per annum immediately following each 90-day period that any Additional Interest continues to accrue under any circumstances; providedprovided that, howeverif at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such date that there is no Registration Default; provided further, that the aggregate amount of any such increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon (A) Upon the filing of the Exchange Offer Registration Statement after the 45th 120-day period described in clause (i) above, (B) the effectiveness of the Exchange Offer Shelf Registration Statement after the 105th 20-business-day period described in clause (ii) above above, or (C) the consummation of the Exchange Offer or following the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 360-day period described in clause (iii) above, the interest rate borne by the Debt Securities Notes from the date of such filing, effectiveness consummation or consummation (effective immediately preceding such consummation)effectiveness, as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will shall be reduced to the original interest rate only so long as no other Registration Default shall have occurred and shall be continuing at such time and the Company is otherwise in compliance with this paragraph; provided, however, that, if there after any such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased pursuant to the foregoing provisions (as if it were the original Registration Default). The Company shall notify the Trustee within ten business days after each and every date on which an event occurs in respect of which Additional Interest is not then continuing a default required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with respect to any the Trustee, in trust, for the benefit of the events Holders of Registrable Securities, on or before the applicable 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 Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the immediately preceding sentence causing Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the interest rate borne by day following the Debt applicable Event Date. Anything herein to the contrary notwithstanding, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, its Notes for Exchange Securities in the Exchange Offer will not be entitled to increasereceive any Additional Interest.

Increase in Interest Rate. In the event that either (i) the Notes Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th calendar 90th day after following the Closing Datedate hereof, (ii) the Notes Exchange Offer is not consummated within 210 days following the date hereof or a Notes Shelf Registration Statement with respect to the Registrable Notes is not declared effective by the SEC on or prior to the 105th calendar 210th day after following the Closing Date date hereof, or (iii) either (A) the Notes Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Notes Exchange Offer is not consummated or a (B) if applicable, the Notes Shelf Registration Statement is not has been declared effective by the SEC on or and such Notes Shelf Registration Statement ceases to be effective at any time prior to the 180th calendar day after the Closing Datesecond anniversary of its effective date, the interest rate borne by the Debt Securities Notes shall be increased by 0.50% one-quarter of one percent per annum, as liquidated damages, annum following such 45th 90-day period in the case of clause (i) above, following such 105th 210-day period in the case of clause (ii) above, or such 180th day immediately in the case of clause (iii) above, which rate will be increased by an additional one-quarter of one percent per annum for each 30-day period that any such additional interest continues to accrue in the case of clause (i) above or for each 90-day period that any such additional interest continues to accrue in the case of clauses (ii) and (iii) above; provided, however, provided that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; one and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Dateone-half percent. Upon Upon (Aw) the filing of the Notes Exchange Offer Registration Statement after the 45th 90-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th day described in clause (ii) above or (C) the consummation of the Notes Exchange Offer or the effectiveness of a Notes Shelf Registration Statement, as the case may be, after the 180th 210-day period described in clause (ii) above, or (y) the effectiveness of the Notes Exchange Offer Registration Statement or the Notes Shelf Registration Statement following an event described in clause (iii) above, the interest rate borne by the Debt Securities Notes from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest raterate if the Company is otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a different event specified in clauses (i), (ii) or (iii) above occurs, the interest rate will again be increased and thereafter reduced pursuant to the foregoing conditions. If the Company issues a notice that the Notes Shelf Registration Statement is unusable pending the announcement of a material corporate transaction or otherwise pursuant to Section 3(k) hereof, or such a notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which all such notices are issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the Debt Securities Notes will be increased by one-quarter of one percent per annum following the date that such Notes Shelf Registration Statement ceases to be usable beyond the 30-day period permitted above, which rate shall be increased by an additional one-quarter of one percent per annum for each 90-day period that such additional interest continues to accrue; provided that the aggregate increase in such annual interest rate may in no event exceed one and one-half percent. Upon the Company declaring that the Notes Shelf Registration Statement is usable after the interest rate has been increased pursuant to the preceding sentence, the interest rate borne by the Notes will be reduced to the original interest rate only if there the Company is not then continuing a default otherwise in compliance with respect this paragraph; provided, however, that if after any such reduction in interest rate the Notes Shelf Registration Statement again ceases to any of be usable beyond the events set forth in the immediately preceding sentence causing period permitted above, the interest rate borne by will again be increased and thereafter reduced pursuant to the Debt Securities to increaseforegoing provisions.

Increase in Interest Rate. In the event that either (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th calendar 90th day after following the Closing Datedate hereof, (ii) the Exchange Offer is not consummated within 210 days following the date hereof or a Notes Shelf Registration Statement with respect to the Registrable Notes is not declared effective by the SEC on or prior to the 105th calendar 210th day after following the Closing Date date hereof, or (iii) either (A) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is not consummated or a (B) if applicable, the Notes Shelf Registration Statement is not has been declared effective by the SEC on or and such Notes Shelf Registration Statement ceases to be effective at any time prior to the 180th calendar day after the Closing Datesecond anniversary of its effective date, the interest rate borne by the Debt Securities Notes shall be increased by 0.50% one-quarter of one percent per annum, as liquidated damages, annum following such 45th 90-day period in the case of clause (i) above, following such 105th 210-day period in the case of clause (ii) above, or such 180th day immediately in the case of clause (iii) above, which rate will be increased by an additional one-quarter of one percent per annum for each 30-day period that any such additional interest continues to accrue in the case of clause (i) above or for each 90-day period that any such additional interest continues to accrue in the case of clauses (ii) and (iii) above; provided, however, provided that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; one and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Dateone-half percent. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 90-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th day described in clause (ii) above or (C) the consummation of the Exchange Offer or the effectiveness of a Notes Shelf Registration Statement, as the case may be, after the 180th 210-day period described in clause (ii) above, or (y) the effectiveness of the Exchange Offer Registration Statement or the Notes Shelf Registration Statement following an event described in clause (iii) above, the interest rate borne by the Debt Securities Notes from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest raterate if the Company is otherwise in compliance with this paragraph; provided, however, that the that, if after any such reduction in interest rate borne by the Debt Securities will be reduced to the original interest rate only if there is not then continuing rate, a default with respect to any of the events set forth in the immediately preceding sentence causing the interest rate borne by the Debt Securities to increase.different event

Increase in Interest Rate. In the event that that: (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th calendar 60th day after following the Closing Date, or (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th calendar 120th day after following the Closing Date or Date, or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th calendar day after following the Closing Date, or (each of the events referred to in clauses (i) through (iii) above being hereinafter called a “Registration Default”), then the per annum interest rate borne by the Debt Registrable Securities shall be increased (“Additional Interest”) by 0.50% one-quarter of one percent (0.25%) per annum, as liquidated damages, annum immediately following such 45th 60-day period in the case of clause (i) above, immediately following such 105th 120-day period in the case of clause (ii) above, above or immediately following such 180th 180-day period in the case of clause (iii) above, which rate will be increased by an additional one-quarter of one percent (0.25%) per annum immediately following each 90-day period that any Additional Interest continues to accrue under any circumstances; provided, however, that, if at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this Section 2(d) shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such date that there is no Registration Default; provided further, that for any and all Registration Defaults, the aggregate amount of any such increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon (A) Upon the filing of the Exchange Offer Registration Statement after the 45th 60-day period described in clause (i) above, (B) the effectiveness of the Exchange Offer Registration Statement after the 105th 120-day period described in clause (ii) above or (C) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 180-day period described in clause (iii) above, the interest rate borne by the Debt Registrable Securities from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will shall be reduced to the original interest rate only so long as no other Registration Default shall have occurred and shall be continuing at such time and the Company is otherwise in compliance with this Section 2(d); provided, however, that, if after any such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased pursuant to the foregoing provisions (as if it were the original Registration Default). In addition, all Additional Interest shall cease to accrue at such time when there is not then continuing a default with respect to are no Registrable Securities outstanding. The Additional Interest provided for in this Section 2(d) shall be the sole and exclusive remedy for any failure of the events Company to comply with the provisions of this Section 2(d). The Company shall 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 paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable 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 Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the immediately preceding sentence causing Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the interest rate borne by day following the Debt applicable Event Date. Anything herein to the contrary notwithstanding, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, its Senior Notes for Exchange Securities in the Exchange Offer will not be entitled to increasereceive any Additional Interest.

Increase in Interest Rate. In (a) With respect to the event that Series A Notes, if (i) the an Exchange ------------------------- Offer Registration Statement is not filed with the SEC Commission on or prior to the 45th calendar 75th day after following the Closing Issue Date of the Series A Notes (the “Registration Issue Date”), (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th calendar 150th day after following the Closing Date or Registration Issue Date, (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th calendar day following the Registration Issue Date or (iv) if the law or applicable interpretations of the Commission prohibit a Holder of Series A Notes from participating in the Exchange Offer or if such Holder does not receive a freely tradeable Exchange Note pursuant to the Exchange Offer or if for any reason the Exchange Offer is not consummated within 180 days of the Registration Issue Date and if by 180 days after the Closing DateRegistration Issue Date a registration statement in connection with the Resale Registration is not declared effective or thereafter ceases to be effective or usable, then the interest rate borne by the Debt Securities Transfer Restricted Notes shall automatically be increased by 0.50% 50 basis points per annumannum from and including the 151st day following the Registration Issue Date in the case of (i) and (ii) above, from and including the 181st day following the Registration Issue Date in the case of (iii) above or, solely with respect to Series A Notes which could not be exchanged as set forth above and Exchange Notes that are not freely tradeable, from and including the 181st day after the Registration Issue Date or the date the registration statement in connection with the Resale Registration ceases to be effective, as liquidated damagesthe case may be, following such 45th day in the case of clause (iiv) above. In addition, such 105th interest rate shall automatically be increased by an additional 25 basis points per annum for each 90-day in the case of clause (ii) above, or such 180th day in the case of clause (iii) aboveperiod that any additional interest continues to accrue; provided, however, provided that the aggregate amount of any such additional increase in such interest rate will in no event exceed 0.50% 50 basis points per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon (A) the filing of the Exchange Offer Registration Statement after the 45th day described in clause (i) above, (B) the effectiveness of the Exchange Offer Registration Statement after the 105th day described in clause (ii) above or (C) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th day described in clause (iii) above, the interest rate borne by the Debt Securities from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will be reduced to the original interest rate only if there is not then continuing a default with respect to any of the events set forth in the immediately preceding sentence causing the interest rate borne by the Debt Securities to increase.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th 60th calendar day after the Closing DateTime, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th calendar day after the Closing Date or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th calendar day after the Closing DateTime, (iii) the Exchange Offer is not consummated on or prior to the 45th calendar day following the effective date of the Exchange Offer Registration Statement, provided that such consummation shall not be required to occur on or before July 30, 2001, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Senior Securities is not declared effective on or prior to the 240th calendar day after the Closing Time, or (v) the Election Periods exceed, in the aggregate, 90 days during any 365-day period the per annum interest rate borne by the Debt Registrable Senior Securities shall be increased by 0.50% one-quarter of one percent (0.25%) per annum, as liquidated damages, annum following such 45th 60-day period in the case of clause (i) above, following such 105th 180-day period in the case of clause (ii) above, or following such 180th 45-day period in the case of clause (iii) above, or following such 240-day period in the case of (iv) above or 90-day period in the case of (v) above, which rate will be increased by an additional quarter of one percent (0.25%) per annum for each 90-day period during which noncompliance continues; provided, however, provided that the aggregate amount of any such increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 60-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th 180-day period described in clause (ii) above or above, (Cy) the consummation of the Exchange Offer after the 45-day period described in clause (iii) above, or (z) the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 240-day period described in clause (iiiiv) above, the interest rate borne by the Debt Senior Securities from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will shall be reduced to the original interest rate only if there is not then continuing the Company and the Guarantor are otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a default with respect to any of the events set forth different event specified in the immediately preceding sentence causing clause (i), (ii), (iii), (iv) or (v) above occurs, the interest rate borne by shall again be increased pursuant to the Debt Securities to increaseforegoing provisions. No increase in the rate under clause (i), (ii) or (iii) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th 65th calendar day after the Closing Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th 135th calendar day after the Closing Date or Issue Date, (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th 160th calendar day after the Closing Date, the interest rate borne by the Debt Securities shall be increased by 0.50% per annumIssue Date or, as liquidated damages, following such 45th day in the case of clause may be, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 160th day after the Issue Date or (iiv) above, such 105th day in the case of clause (ii) above, or such 180th day in the case of clause (iii) above; provided, however, that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; and provided, further that if the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by but thereafter ceases to be effective or usable within the SEC applicable period as provided in this Agreement (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), the Company shall be required to pay additional interest in cash on or prior each Interest Payment Date (as defined in the Indenture) in an amount equal to one-quarter of one percent (0.25%) per annum of the principal amount of the Notes, with respect to the 105th first 90-day period following the Closing Datesuch Registration Default. The amount of such additional interest will increase by an additional one-quarter of one percent (0.25%) per annum for each subsequent 90-day period until such Registration Default has been cured, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph up to a maximum of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Dateone percent (1%) per annum. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 65-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th 135-day period described in clause (ii) above or above, (Cy) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration StatementStatement after the 160-day period, as the case may be, after the 180th day described in clause (iii) above, or (z) the cure of any Registration Default described in clause (iv) above, such additional interest rate borne by shall cease to accrue on the Debt Securities Notes from the date of such filing, effectiveness effectiveness, consummation or consummation (effective immediately preceding such consummation)cure, as the case may be, will be reduced to if the original interest rateCompany is otherwise in compliance with this paragraph; provided, however, that the if, after -------- ------- any such additional interest rate borne by the Debt Securities will be reduced ceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, such additional interest shall begin to accrue again pursuant to the original interest rate only if there is not then continuing a default with respect to any of the events set forth in the immediately preceding sentence causing the interest rate borne by the Debt Securities to increaseforegoing provisions.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th 90th calendar day after the Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th calendar day after the Closing Date or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th calendar day after the Closing Date, the interest rate borne by the Debt Securities shall be increased by 0.50% per annum, as liquidated damages, following such 45th day in the case of clause (i) above, such 105th day in the case of clause (ii) above, or such 180th day in the case of clause (iii) above; provided, however, that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC consummated on or prior to the 105th 210th calendar day following the Closing Date, then Debt or (iv) if required, a Shelf Registration Statement with respect to the Registrable Securities owned by Persons who do is not comply in all material respects with their obligations under declared effective on or prior to the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any 210th calendar day after the 180th day following the Closing Date, or (v) the Election Periods exceed, in the aggregate, 90 days during any 365-day period (each, a "Registration Default"), the per annum interest rate borne by the Registrable Securities affected thereby shall be increased by one-quarter of one percent (0.25%) per annum following a Registration Default; provided that the maximum aggregate additional interest with respect to a series may in no event exceed one-quarter of one percent (0.25%) per annum. Upon Upon (Av) the filing of the Exchange Offer Registration Statement after the 45th 90-day period described in clause (i) above, (Bw) the effectiveness of the Exchange Offer Registration Statement after the 105th 180-day period described in clause (ii) above or above, (Cx) the consummation of the Exchange Offer or after the 210-day period described in clause (iii) above, (y) the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 210-day period described in clause (iiiiv) above, or (z) the termination of any Election Period exceeding the period described in clause (v) above, the interest rate borne by the Debt such series of Registrable Securities from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will shall be reduced to the original interest rate only if there the Company is not then continuing otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a default with respect to any of the events set forth in the immediately preceding sentence causing different Registration Default occurs, the interest rate borne by shall again be increased pursuant to the Debt Securities to increaseforegoing provisions. No increase in the rate under clause (i), (ii) or (iii) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th 60th calendar day after following the Closing Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th 150th calendar day after following the Closing Date or Original Issue Date, (iii) the Exchange Offer is not consummated or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective by the SEC on or prior to the 180th calendar day after following the Closing Original Issue Date, the interest rate borne by the Debt Securities shall be increased by 0.50% per annum, as liquidated damages, following such 45th day in the case of clause or (iiv) above, such 105th day in the case of clause (ii) above, or such 180th day in the case of clause (iii) above; provided, however, that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)- (iv) above, a "Registration Default"), the per annum interest rate borne by the SEC on or prior Initial Notes shall be increased by one-half of one percent (0.50%) with respect to the 105th first 90-day period following the Closing Datesuch Registration Default, then Debt Securities owned by Persons who do not comply payable in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any cash on each interest payment date, such increase in the interest rate to increase by an additional one-half of one percent (0.50%) for any each subsequent 90-day after the 180th day following the Closing Dateperiod until such Registration Default has been cured, up to a maximum increase of one and one- half percent (1.50%) per annum. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 60-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th 150-day period described in clause (ii) above or above, (Cy) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 180-day period described in clause (iii) above or (z) the cure of any Registration Default described in clause (iv) above, the interest rate borne by the Debt Securities Initial Notes from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will shall be reduced to the original interest rate; provided, however, that if, after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate borne by the Debt Securities will shall again be reduced increased pursuant to the original interest rate only if there is not then continuing a default with respect to any of the events set forth in the immediately preceding sentence causing the interest rate borne by the Debt Securities to increaseforegoing provisions.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with with, and declared effective by, the SEC on or prior to the 45th 90th and 150th calendar day days after the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply), (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th calendar day after the Closing Date or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th calendar day after the Closing DateDate (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply) or (iii) a Shelf Registration Statement with respect to the Registrable Securities is required to be filed due to a change in law or interpretation and such Shelf Registration Statement is not declared effective on or prior to the later of the 210th calendar day after the Closing Date and the 45th calendar day after the publication of the change in law or interpretation, the interest rate borne by the Debt Initial Securities shall be increased by 0.50% per annum, as liquidated damages, annum following such 45th 150-day period in the case of clause (i) above, such 105th 180-day period in the case of clause (ii) above, above or such 180th 210-day period or 45-day period (as applicable) in the case of clause (iiiiv) above; provided, however, provided that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon Upon (Aw) the filing or effectiveness of the Exchange Offer Registration Statement after the 45th 90-day or 150-day periods, respectively, described in clause (i) above, (B) the effectiveness of the Exchange Offer Registration Statement after the 105th day described in clause (ii) above or (Cx) the consummation of the Exchange Offer after the 180-day period described in clause (ii) above, or (y) the effectiveness of a Shelf Registration Statement, as the case may be, Statement after the 180th 210-day period or 45-day period (as applicable) described in clause (iii) above, the interest rate borne by the Debt Initial Securities from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will be reduced to the original interest rate only if there is not then continuing a default with respect to any of the events set forth in the immediately preceding sentence causing the interest rate borne by the Debt Securities to increase.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th 135th calendar day after following the Closing Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th 180th calendar day after following the Closing Date or date hereof, (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th 45th calendar day after following the Closing Dateeffective date of the Exchange Offer Registration Statement, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Debentures is not declared effective on or prior to the 210th calendar day following the date hereof, the per annum interest rate borne by the Debt Securities Registrable Debentures shall be increased by 0.50% one-quarter of one percent (0.25%) per annum, as liquidated damages, annum following such 45th 135- day period in the case of clause (i) above, following such 105th 180-day period in the case of clause (ii) above, or following such 180th 45-day period in the case of clause (iii) above, or following such 210-day period in the case of (iv) above, which rate will be increased by an additional quarter of one percent (0.25%) per annum for each 90-day period that any additional interest continues to accrue; provided, however, provided that the aggregate amount of any such increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 135-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th 180-day period described in clause (ii) above or above, (Cy) the consummation of the Exchange Offer after the 45-day period described in clause (iii) above, or (z) the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 210-day period described in clause (iiiiv) above, the interest rate borne by the Debt Securities Debentures from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will shall be reduced to the original interest rate only if there the Company is not then continuing otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a default with respect to any of the events set forth different event specified in the immediately preceding sentence causing clause (i), (ii), (iii) or (iv) above occurs, the interest rate borne by shall again be increased pursuant to the Debt Securities to increaseforegoing provisions. No increase in the rate under (i), (ii) or (iii) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with the SEC on or prior to the 45th 135th calendar day after following the Closing Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th 180th calendar day after following the Closing Date or date hereof, (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th 45th calendar day after following the Closing Dateeffective date of the Exchange Offer Registration Statement, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar day following the date hereof, the per annum interest rate borne by the Debt Securities Registrable Notes shall be increased by 0.50% one-quarter of one percent (0.25%) per annum, as liquidated damages, annum following such 45th 135-day period in the case of clause (i) above, following such 105th 180-day period in the case of clause (ii) above, or following such 180th 45-day period in the case of clause (iii) above, or following such 210-day period in the case of (iv) above, which rate will be increased by an additional quarter of one percent (0.25%) per annum for each 90-day period that any additional interest continues to accrue; provided, however, provided that the aggregate amount of any such increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 135-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th 180-day period described in clause (ii) above or above, (Cy) the consummation of the Exchange Offer after the 45-day period described in clause (iii) above, or (z) the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 210-day period described in clause (iiiiv) above, the interest rate borne by the Debt Securities Notes from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate; provided, however, that the interest rate borne by the Debt Securities will shall be reduced to the original interest rate only if there the Company is not then continuing otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a default with respect to any of the events set forth different event specified in the immediately preceding sentence causing clause (i), (ii), (iii) or (iv) above occurs, the interest rate borne by shall again be increased pursuant to the Debt Securities to increaseforegoing provisions. No increase in the rate under (i), (ii) or (iii) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. In effective by the event that (i) the Exchange ------------------------- Offer SEC or a Shelf Registration Statement with respect to the Registrable Notes is not filed with the SEC declared effective on or prior to the 45th calendar 210th day after following the Closing Datedate hereof, or (iiiv) either (A) the Exchange Offer Registration Statement is not declared ceases to be effective by the SEC on or at any time prior to the 105th calendar day after the Closing Date or (iii) time that the Exchange Offer is not consummated or a (B) if applicable, the Shelf Registration Statement is not has been declared effective by the SEC on or and such Shelf Registration Statement ceases to be effective at any time prior to the 180th calendar day after the Closing Datesecond anniversary of its effective date, the interest rate borne by the Debt Securities Notes shall be increased by 0.50% one-quarter of one percent per annum, as liquidated damages, annum following such 45th 60-day period in the case of clause (i) above, following such 105th 180-day period in the case of clause (ii) above, following such 30-day or such 180th 80-day period in the case of clause (iii) above; provided, howeveras the case may be, or immediately in the case of clause (iv) above, which rate will be increased by an additional one-quarter of one percent per annum for each 30-day period that any such additional interest continues to accrue in the case of clauses (i), (ii) and (iii) above or for each 90-day period that any such additional interest continues to accrue in the case of clause (iv) above, provided that the aggregate amount of any such increase in such interest rate will in no event exceed 0.50% per annum; one and provided, further that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 105th day following the Closing Date, then Debt Securities owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 3 will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Dateone-half percent. Upon Upon (Aw) the filing of the Exchange Offer Registration Statement after the 45th 60-day period described in clause (i) above, (Bx) the effectiveness of the Exchange Offer Registration Statement after the 105th 180-day period described in clause (ii) above or above, (Cy) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 180th 30-day or 180-day period described in clause (iii) above, as the case may be, or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement following an event described in clause (iv) above, the interest rate borne by the Debt Securities Notes from the date of such filing, effectiveness or consummation (effective immediately preceding such consummation), as the case may be, will be reduced to the original interest raterate if the Company is otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a different event specified in clauses (i), (ii), (iii) or (iv) above occurs, the interest rate will again be increased and thereafter reduced pursuant to the foregoing conditions. If the Company issues a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction or otherwise pursuant to Section 3(k) hereof, or such a notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which all such notices are issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the Debt Securities Notes will be increased by one-quarter of one percent per annum following the date that such Shelf Registration Statement ceases to be usable beyond the 30-day period permitted above, which rate shall be increased by an additional one-quarter of one percent per annum for each 90-day period that such additional interest continues to accrue; provided that the aggregate increase in such annual interest rate may in no event exceed one and one-half percent. Upon the Company declaring that the Shelf Registration Statement is usable after the interest rate has been increased pursuant to the preceding sentence, the interest rate borne by the Notes will be reduced to the original interest rate only if there the Company is not then continuing a default otherwise in compliance with respect to this paragraph; provided, however, that if after any of the events set forth such reduction in the immediately preceding sentence causing the interest rate borne by the Debt Securities Shelf Registration Statement again ceases to increasebe usable beyond the period permitted above, the 11 10 interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions.