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 90th calendar day following the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, 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 Original Issue Date, or (iv) the Exchange Offer Registration Statement is 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 Initial Notes shall be increased by one-half of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirements; 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 will again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th 270th calendar day following the Original Issue DateClosing Time, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, if required, a Shelf Registration Statement with respect to the Registrable Notes Senior Securities is not declared effective on or prior to the 210th 365th calendar day following after the Original Issue Dateday the obligation to file such Shelf Registration Statement arises (or on or before the end of the Request Extension Period, if longer) or (iviii) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable Election Periods exceed, in the aggregate, 90 days during any 365-day period (each such event referred to in clauses (i)-(ivi), (ii) and (iii) above, a "“Registration Default"”), the per annum interest rate borne by the Initial Notes Registrable Senior Securities shall be increased by one-half quarter of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.25%) per annumannum (“Additional Interest”) during which noncompliance continues until all Registration Defaults have been cured. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer Offer, or (z) the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- day period described in clause (iii) above or (z) the cure any accrual of any Registration Default described in clause (iv) above, Additional Interest will cease and the interest rate borne by the Initial Notes Senior Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iviii) above occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(e)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 90th 70th calendar day following after the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 130th calendar day following after the Original Issue Date, (iii) the Exchange Offer is not consummated on or prior to the 160th calendar day after the Issue Date or, if requiredas the case may be, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 160th day following after the Original Issue Date, Date or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period as provided in this Agreement except pursuant to Section 2(d)(ii) (each such event referred to in clauses (i)-(ivi) through (iv) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes Company shall be increased by required to pay additional interest in cash on each Interest Payment Date in an amount equal to one-half of one percent (0.5%) per annum of the Accreted Value of the Notes, with respect to the first 90-day period following such Registration Default, payable in cash on each . The amount of such additional interest payment date, such interest rate to will increase by an additional one-half of one percent (0.5%) per annum for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) per annum. Such additional interest shall cease to accrue when such Registration Default has been cured. Upon (wx) the filing of the Exchange Offer Registration Statement after the 9070-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement after the 180130-day period described in clause (ii) above, above or the period during which it ceases to be effective or usable as described in clause (yiv) above or (z) the consummation of the Exchange Offer after the 160-day period or the effectiveness of a Shelf Registration StatementStatement after the 160-day period, as the case may be, after the 210- day period described in clause (iii) above or (z) after the cure of any period during which such Shelf Registration Default Statement ceases to be effective or usable as described in clause (iv) above, and provided that none of the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise conditions set forth in compliance with such requirements; provided, however, that if, after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or and (iv) above occurscontinues to exist, the interest rate a Registration Default will again be increased pursuant deemed to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e)be cured.

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 90th calendar 60th day following the Original Issue Closing Date, or (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 180th calendar 120th day following the Original Issue Closing Date, or (iii) the Exchange Offer is not consummated oron or prior to the 45th day following the effective date of the Exchange Offer Registration Statement, or (iv) if required, a Shelf Registration Statement is not filed with respect the SEC on or prior to (A) the Registrable Notes 180th day following the Closing Date or (B) the 60th day after the obligation to file with the SEC a Shelf Registration Statement arises, whichever is later, or (v) if required, a Shelf Registration Statement is not declared effective on or prior to (a) the 210th calendar 225th day following the Original Issue DateClosing Date or (b) the 105th day after an obligation to file with the SEC a Shelf Registration Statement arises, whichever is later, or (ivvi) a Shelf Registration Statement is declared effective by the SEC but such Shelf Registration Statement ceases to be effective or such Shelf Registration Statement or the Prospectus included therein ceases to be usable in connection with resales of Registrable Securities due to any act or omission of the Company and (A) the aggregate number of days in any consecutive 365-day period for which the Shelf Registration Statement or such Prospectus shall not be effective or usable exceeds 120 days, (B) the Shelf Registration Statement or such Prospectus shall not be effective or usable for more than two periods (regardless of duration) in any consecutive 365-day period or (C) the Shelf Registration Statement or such Prospectus shall not be effective or usable for a period of more than 90 consecutive days, or (vii) the Exchange Offer Registration Statement is declared effective but thereafter by the SEC but, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities as contemplated by Section 3(f) of this Agreement, the Exchange Offer Registration Statement ceases to be effective or the Exchange Offer Registration Statement or the Prospectus included therein ceases to be usable in connection with resales of Exchange Securities due to any act or omission of the Company during the 180-day period referred to in Section 3(f)(ii) of this Agreement (as such period may be extended pursuant to the last paragraph of Section 3 of this Agreement) and (A) the aggregate number of days in any consecutive 365-day period for which the Exchange Offer Registration Statement or such Prospectus shall not be effective or usable exceeds 120 days, (B) the Exchange Offer Registration Statement or such Prospectus shall not be effective or usable for more than two periods (regardless of duration) in any consecutive 365-day period or (C) the Exchange Offer Registration Statement or the Prospectus shall not be effective or usable for a period of more than 90 consecutive days, (each such event of the events referred to in clauses (i)-(ivi) above, through (vii) above being hereinafter called a "“Registration Default"”), then the per annum interest rate borne by the Initial Notes Registrable Securities shall be increased (“Additional Interest”) by one-quarter of one percent (0.25%) per annum immediately following such 60-day period in the case of clause (i) above, immediately following such 120-day period in the case of clause (ii) above, immediately following such 45-day period in the case of clause (iii) above, immediately following any such 180-day period or 60-day period, whichever ends later, in the case of clause (iv) above, immediately following any such 225-day period or 105-day period, as applicable, in the case of clause (v) above, immediately following the 120th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following the 90th consecutive day, whichever occurs first, that a Shelf Registration Statement shall not be effective or a Shelf Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vi) above, or immediately following the 120th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following the 90th consecutive day, whichever occurs first, that the Exchange Offer Registration Statement shall not be effective or the Exchange Offer Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vii) 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 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 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 increase in such annual interest rate may in no event exceed one-half of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.50%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 9060-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180120-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 45-day period described in clause (iii) above above, the filing of the Shelf Registration Statement after the 180-day period or (z) 60-day period, as the cure of any Registration Default case may be, described in clause (iv) above, the effectiveness of a Shelf Registration Statement after the 225-day period or 105-day period, as applicable, described in clause (v) above, or the Shelf Registration Statement once again being effective or the Shelf Registration Statement and the Prospectus included therein becoming usable in connection with resales of Registrable Securities, as the case may be, in the case of clause (vi) above, or the Exchange Offer Registration Statement once again becoming effective or the Exchange Offer Registration Statement and the Prospectus included therein becoming usable in connection with resales of Exchange Securities, as the case may be, in the case of clause (vii) thereof, the interest rate borne by the Initial Notes Registrable Securities from the date of such filing, effectiveness, consummation or cureresumption of effectiveness or usability, as the case may be, will shall be reduced to the original interest rate if so long as no other Registration Default shall have occurred and shall be continuing at such time and the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) one or (iv) above occursmore Registration Defaults shall again occur, the interest rate will shall again be increased pursuant to the foregoing provisionsprovisions (as if it were the original Registration Default). A Notwithstanding anything in this Agreement to the contrary, the Company will not be obligated to pay any Additional Interest in the case of a Shelf Registration Statement with respect to any Holder of Registrable Notes Securities who has failed fails to timely provide the all information with respect to Holder that is reasonably requested of that Holder by the Issuers pursuant Company to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers enable it to timely comply with their its obligations under this Agreement Section 2(b). 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 file any Registration Statement within be paid (an “Event Date”). Additional Interest shall be paid by depositing with the required period of timeTrustee, will not receive in trust, for the benefit of any increase 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 interest rate on Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the Initial day following the 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 Subordinated Notes pursuant for Exchange Securities in the Exchange Offer will not be entitled to this Section 2(e)receive any Additional Interest.

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 90th 70th calendar day following after the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 130th calendar day following after the Original Issue Date, (iii) the Exchange Offer is not consummated on or prior to the 160th calendar day after the Issue Date or, if requiredas the case may be, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 160th day following after the Original Issue Date, Date or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period as provided in this Agreement except pursuant to Section 2(d)(ii) (each such event referred to in clauses (i)-(ivi) through (iv) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes Company shall be increased by required to pay additional interest in cash on each Interest Payment Date in an amount equal to one-half of one percent (0.5%) per annum of the Accreted Value of the Notes, with respect to the first 90-day period following such Registration Default. Provided, payable in cash however, that if the 70-day, 130-day or 160-day periods described herein end on each a day which is not a Business Day, the Company shall have until the next Business Day to satisfy the effectiveness or consummation requirements set forth above. The amount of such additional interest payment date, such interest rate to will increase by an additional one-half of one percent (0.5%) per annum for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) per annum. Such additional interest shall cease to accrue when such Registration Default has been cured. Upon (wx) the filing of the Exchange Offer Registration Statement after the 9070-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement after the 180130-day period described in clause (ii) above, above or the period during which it ceases to be effective or usable as described in clause (yiv) above or (z) the consummation of the Exchange Offer after the 160-day period or the effectiveness of a Shelf Registration StatementStatement after the 160-day period, as the case may be, after the 210- day period described in clause (iii) above or (z) after the cure of any period during which such Shelf Registration Default Statement ceases to be effective or usable as described in clause (iv) above, and provided that none of the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise conditions set forth in compliance with such requirements; provided, however, that if, after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or and (iv) above occurscontinues to exist, the interest rate a Registration Default will again be increased pursuant deemed to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e)be cured.

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 90th 60th calendar day following after the Original Issue DateClosing Time, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following after the Original Issue DateClosing Time, (iii) the Exchange Offer is not consummated oron or prior to the 45th calendar day following the effective date of the Exchange Offer Registration Statement, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Senior Notes and Registrable Senior Debentures is not declared effective on or prior to the 210th 240th calendar day following after the Original Issue DateClosing Time, or (ivv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to Election Periods exceed, in clauses (i)-(iv) abovethe aggregate, a "Registration Default"), 90 days during any 365-day period the per annum interest rate borne by the Initial Registrable Senior Notes and Registrable Senior Debentures shall be increased by one-quarter of one percent (0.25%) per annum following such 60-day period in the case of clause (i) above, following such 180-day period in the case of clause (ii) above, following such 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 that the aggregate increase in such annual interest rate may in no event exceed one-half of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.50%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 9060-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) 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 210- 240-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 Initial Senior Notes and Senior Debentures from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers Company and the Guarantor are otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii), (iv) or (ivv) above occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder 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 90th calendar day following after the Original Issue Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 150th calendar day following after the Original Issue Closing Date, (iii) the Exchange Offer is not consummated oron or prior to the 200th calendar day following the Closing Date, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Notes Securities is not declared effective on or prior to the 210th 200th calendar day following after the Original Issue Closing Date, or (ivv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable Election Periods exceed, in the aggregate, 90 days during any 365-day period (each such event referred to in clauses (i)-(iv) aboveeach, a "Registration Default"), the per annum interest rate borne by the Initial Notes Registrable Securities affected thereby shall be increased by one-half quarter of one percent (0.50.25%) per annum following a Registration Default; provided that the maximum aggregate additional interest with respect to the first 90-day period following such Registration Default, payable a series may in cash on each interest payment date, such interest rate to increase by an additional no event exceed one-half quarter of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.25%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180150-day period described in clause (ii) above, (y) the consummation of the Exchange Offer after the 200-day period described in clause (iii) above, or (z) the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 200-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 Initial Notes such series of Registrable Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above Registration Default occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder 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 90th calendar 60th day following after the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following after the Original Issue Date, (iii) the Exchange Offer is not consummated oron or prior to the 210th day after the Original Issue Date, if required, (iv) a Shelf Registration Statement with respect to the Registrable Notes Notes, if required, is not declared effective on or prior to the 210th calendar 60th day following the Original Issue Date, after it is required to be filed pursuant to Section 2(b) or (ivv) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable (except pursuant to Section 2(d)(ii)) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i)-(ivi) through (v) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes shall be increased by an amount equal to one-half of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half quarter of one percent (0.50.25%) for each subsequent 90- 90-day period until such Registration Default has been cured. Notwithstanding the foregoing, up to a the maximum aggregate increase of from the original interest rate borne by the Initial Notes shall in no event exceed one and one-half percent (1.51.0%) per annum. Upon the cure of the Registration Default by (wv) the filing of the Exchange Offer Registration Statement after the 9060-day period described in clause (i) above, (xw) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (yx) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 210-day period described in clause (iii) above above, (y) the effectiveness of a Shelf Registration Statement when required after the 60-day period described in clause (iv) above, or (z) the cure effectiveness of any Registration Default a succeeding registration statement described in clause (ivv) above, the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate borne by the Initial Notes if the Issuers are otherwise in compliance with such requirementsno other Registration Default exists; provided, however, that if, after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above Registration Default occurs, the interest rate will again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th calendar 45th day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar 120th day following the Original Issue Date, date hereof or (iii) the Exchange Offer is not consummated or, if required, prior to the 150th day following the date hereof or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 150th day following the Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")date hereof, the per annum interest rate borne by the Initial Notes shall be increased by one-half quarter of one percent (0.5%) with respect to the first 90per annum following such 45-day period in the case of clause (i) above, following such Registration Default120-day period in the case of clause (ii) above or following such 150-day period in the case of clause (iii) above, payable in cash on each interest payment date, such interest which rate to increase will be increased by an additional one-half quarter of one percent (0.5%) per annum for each subsequent 90- day period until that any additional interest continues to accrue, provided that the aggregate increase in such Registration Default has been cured, up to a maximum increase of interest rate will in no event exceed one and one-half percent (1.5%) per annum. Upon (wx) the filing of the Exchange Offer Registration Statement after the 9045-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement Statement, after the 180120-day period described in clause (ii) above, above or (yz) the consummation of the Exchange Offer Offer, or the effectiveness of a the Shelf Registration Statement, as the case may be, after the 210- 150-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 Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers Company and the Subsidiary Guarantors are otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or (iviii) above occurs, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisionsconditions. A Holder If the Company and the Subsidiary Guarantors issue a notice that the Shelf Registration Statement is unusable pending the announcement of Registrable Notes who has failed a material corporate transaction or otherwise pursuant to provide the information requested of that Holder Section 3(k) hereof, or such a notice is required under applicable securities laws to be issued by the Issuers Company and the Subsidiary Guarantors, 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 per occurrence or more than 60 days in the aggregate, then the interest rate borne by the 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 period permitted above, which rate shall be increased by an additional one-quarter of one percent per annum for each subsequent 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 percent. Upon the Company and the Subsidiary Guarantors declaring that the Shelf Registration Statement is usable after the interest rate has been increased pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraphpreceding sentence, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on borne by the Initial Notes will be reduced to the original interest rate if the Company and the Subsidiary Guarantors are otherwise in compliance with this paragraph; provided, however, that if after any such reduction in interest rate the Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to this Section 2(e)the foregoing conditions.

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 90th 45th calendar day following after the Original Issue Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 180th 120th calendar day following after the Original Issue Date, Closing Date or (iii) the Exchange Offer is not consummated or, if required, or a Notes Shelf Registration Statement with respect required to the Registrable Notes be filed is not declared effective by the SEC on or prior to the 210th 180th calendar day after the Closing Date, the interest rate borne by the Notes shall be increased by 0.50% per annum, as liquidated damages ("Notes Liquidated Damages"), following the Original Issue Dateoccurrence of each of such 45th day in the case of clause (i) above, such 120th day in the case of clause (ii) above, or such 180th day in the case of clause (iviii) above; provided, however, that the aggregate amount of any such increase in such interest rate will in no event exceed 1.50% per annum; and provided, further that if the Exchange Offer Registration Statement is not declared effective but thereafter ceases by the SEC on or prior to the 120th day following the Closing Date, then Notes owned by Persons who do not comply in all material respects with their obligations under the penultimate paragraph of Section 4 will not be effective or usable (each entitled to any such event referred to increase in clauses (i)-(iv) above, a "Registration Default"), the per annum interest rate borne by for any day after the Initial Notes shall be increased by one-half of one percent (0.5%) with respect to 180th day following the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) per annumClosing Date. Upon (wA) the filing of the Exchange Offer Registration Statement after the 90-45th day period described in clause (i) above, (xB) the effectiveness of the Exchange Offer Registration Statement after the 180-120th day period described in clause (ii) above, above or (yC) the consummation of the Exchange Offer or the effectiveness of a Notes Shelf Registration Statement, as the case may be, after the 210- 180th 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 Initial Notes from the date of such filing, effectiveness, effectiveness or consummation or cure(effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirementsrate; 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 Notes will again be increased pursuant reduced to the foregoing provisions. A Holder of Registrable Notes who has failed original interest rate only if there is not then continuing a default with respect to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability any of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within events set forth in the required period of time, will not receive the benefit of any increase in immediately preceding sentence causing the interest rate on borne by the Initial Notes pursuant to this Section 2(e)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 90th 45th calendar day following the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 105th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, if required, or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th 135th calendar day following the Original Issue Date, or (iv) the Exchange Offer Registration Statement is 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 Initial Notes shall be increased by one-half quarter of one percent (0.50.25%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half quarter of one percent (0.50.25%) for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.51.0%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 9045-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180105-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirementsrate; 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 will may again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

Increase in Interest Rate. In (a) The parties hereto agree that the event Holders of Transfer Restricted Securities will suffer damages if American Water Works or the Company fails to fulfill its obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer applicable Registration Statement is not filed with the SEC Commission on or prior to the 90th calendar day following the Original Issue Filing Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective on within 75 days after the Filing Date (or prior in the case of a Shelf Registration Statement required to be filed in response to a change in law or the 180th calendar day following applicable interpretations of Commission’s staff, if later, within 60 days after publication of the Original Issue Datechange in law or interpretation), (iii) the Registered Exchange Offer is not consummated or, if required, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to 105 days after the 210th calendar day following the Original Issue Filing Date, or (iv) the Exchange Offer Shelf Registration Statement is filed and declared effective within 75 days after the Filing Date (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretations of Commission’s staff, if later, within 60 days after publication of the change in law or interpretation) but shall thereafter ceases cease to be effective (at any time that American Water Works or usable the Company is obligated to maintain the effectiveness thereof) without being succeeded within 45 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i)-(ivi) abovethrough (iv), a "“Registration Default"”), American Water Works or the per annum Company, as applicable, will be obligated to pay additional interest rate borne by the Initial Notes shall be increased by one-half of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, date in an amount equal to one-quarter of one percent (0.25%) per annum on the aggregate outstanding principal amount of the Notes with respect to the first 90 days following such Registration Default. The amount of such additional interest rate to will increase by an additional one-half quarter of one percent (0.50.25%) per annum for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.51.0%) per annum. Upon Such additional interest shall cease to accrue when (wi) the filing of applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement after is declared effective and the 90-day period described in clause (i) aboveRegistered Exchange Offer is consummated, (xiii) the effectiveness of the Exchange Offer Shelf Registration Statement after the 180-day period described in clause is declared effective or (ii) above, (yiv) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration StatementStatement again becomes effective, as the case may be. As used herein, after the 210- day period described term “Transfer Restricted Securities” means (i) each Note until the date on which such Note has been exchanged for a freely transferable Exchange Security in clause the Registered Exchange Offer, (ii) each Note or Private Exchange Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) above each Note or (z) the cure of any Registration Default described in clause (iv) above, the interest rate borne by the Initial Notes from Private Exchange Security until the date of such filingon which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), effectiveness, consummation American Water Works or curethe Company, as the case may beapplicable, will shall not be reduced required to the original pay additional interest rate if the Issuers are otherwise in compliance with such requirements; provided, however, that if, after any such reduction in interest rate, to a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate will again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information requested of that Holder required to be provided by the Issuers it, if any, pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e4(n).

Increase in Interest Rate. In the event that (i) either the Exchange Offer Registration Statement is not filed with completed or the SEC on Shelf Registration Statement, if required pursuant to Section 2(b)(i) or prior to the 90th calendar day following the Original Issue Date2(b)(ii) hereof, (ii) the Exchange Offer Registration Statement is does not declared become effective on or prior to the 180th calendar day following date that is 360 days after the Original Issue Closing Date (the “Target Registration Date, (iii) the Exchange Offer is not consummated or, 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 Original Issue Date, or (iv) the Exchange Offer Registration Statement is 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 on the Initial Notes shall Registrable Securities will be increased by one-half of one percent (0.5%i) with respect to 0.25% per annum for the first 90-day period commencing immediately following such the Target Registration Default, payable in cash on each interest payment date, such interest rate to increase by Date and (ii) an additional one-half of one percent (0.5%) for 0.25% per annum with respect to each subsequent 90- 90-day period period, in each case until such the Exchange Offer is completed or the Shelf Registration Default has been curedStatement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to a maximum increase of one and one-half percent (1.5%) 1.00% per annum. Upon (w) In the filing event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by the later of the Exchange Offer Registration Statement date (x) 360 days after the Closing Date or (y) 90 days after the delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement payable commencing from one day after the 180-day period described in clause Shelf Additional Interest Date and (ii) abovean additional 0.25% per annum with respect to each subsequent 90-day period, (y) in each case until the consummation of the Exchange Offer Shelf Registration Statement becomes effective or the effectiveness Securities become freely tradable under the Securities Act, up to a maximum increase of a 1.00% per annum. If the Shelf Registration Statement, as if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case may bewhether or not permitted by this Agreement, after at any time during the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirements; 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 will again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraphShelf Effectiveness Period, and such failure has prejudiced to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the ability interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period commencing immediately following such 30th day, and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum increase of 1.00% per annum and ending on such date that the Issuers to comply with their obligations under this Agreement to file any Shelf Registration Statement within has again become effective or the required period of time, will not receive the benefit of any Prospectus again becomes usable. Any event that causes an increase in the interest rate on the Initial Notes pursuant to this Section 2(e)2 is referred to as a “Registration Default.”

Increase in Interest Rate. In the event that either (i) the Exchange Offer Registration Statement is not filed with the SEC Commission on or prior to the 90th 60th calendar day following the Original Issue DateClosing Time, or (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue DateClosing Time, or (iii) the Exchange Offer is not consummated or, if required, on or prior to the 210th calendar day following the Closing Time or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar day following the Original Issue DateClosing Time, or (iv) either (A) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective at any time prior to the time that the Exchange Offer is consummated or usable (each such event referred to in clauses (i)-(ivB) above, a "Registration Default")if applicable, the per annum Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Closing Time, the interest rate borne by the Initial Notes shall be increased by one25 basis points per annum following such 60-half day period in the case of one percent clause (0.5%i) with respect above, following such 180-day period in the case of clause (ii) above, following such 30-day period in the case of clause (iii) above, or immediately in the case of clause (iv) above, which rate will be increased by an additional 25 basis points per annum for each 30-day period that any such additional interest continues to accrue in the first case of clauses (i), (ii) and (iii) above or for each 90-day period following that any such Registration Defaultadditional interest continues to accrue in the case of clause (iv) above, payable provided that the aggregate per annum increase in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) per annumwill in no event exceed 150 basis points. Upon (wx) the filing of the Exchange Offer Registration Statement after the 9060-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 210-day period described in clause (iii) above above, as the case may be, or (z) the cure effectiveness of any the Exchange Offer Registration Default Statement or the Shelf Registration Statement following an event described in clause (iv) above, the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause 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 Notes will be increased by 25 basis points 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 25 basis points 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 150 basis points. 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 if the Company is otherwise in compliance with this paragraph; provided, however, that if after any such reduction in interest rate the Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

Increase in Interest Rate. In the event that either (i) the Exchange Offer Registration Statement is not filed with the SEC Commission on or prior to the 90th calendar 30th day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar 90th day following the Original Issue Date, date hereof or (iii) the Exchange Offer is not consummated or, if required, on or prior to the 120th day following the date hereof or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 120th day following the Original Issue Datedate hereof (or, or (iv) the Exchange Offer if such Shelf Registration Statement is declared effective but thereafter ceases filed pursuant to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default"Section 2(b)(iii), the per annum 60th day following the request therefor if later than such 120th day), the interest rate borne by the Initial Registrable Notes shall be increased by one-half quarter of one percent per annum following such 30-day period in the case of clause (0.5%i) with respect to the first above, following such 90-day period in the case of clause (ii) above or following such Registration Default120-day period in the case of clause (iii) above, payable in cash on each interest payment date, such interest which rate to increase will be increased by an additional one-half quarter of one percent (0.5%) per annum for each subsequent 90- 90-day period until that any such Registration Default has been curedadditional interest continues to accrue, up to a maximum provided that the aggregate increase of one and in such interest rate will in no event exceed one-half percent (1.5%) per annumpercent. Upon (wx) the filing of the Exchange Offer Registration Statement after the 30-day period described in clause (i) above, (y) the effectiveness of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, above or (yz) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 120-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 Initial Registrable Notes from the date of such filing, effectiveness, consummation the date of such effectiveness or curethe date before the date of such consummation, as the case may be, will be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with this paragraph. 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 requirementsa 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 Registrable 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 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 Registrable Notes will be reduced to the original interest rate if the Company is otherwise in compliance with this paragraph; provided, however, that if, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occursrate the Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th calendar day following after the Original Issue Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following after the Original Issue Closing Date, (iii) the Exchange Offer is not consummated oron or prior to the 210th calendar day following the Closing Date, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Notes Securities is not declared effective on or prior to the 210th calendar day following after the Original Issue Closing Date, or (ivv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable Election Periods exceed, in the aggregate, 90 days during any 365-day period (each such event referred to in clauses (i)-(iv) aboveeach, a "Registration Default"), the per annum interest rate borne by the Initial Notes Registrable Securities affected thereby shall be increased by one-half quarter of one percent (0.50.25%) per annum following a Registration Default; provided that the maximum aggregate additional interest with respect to the first 90-day period following such Registration Default, payable a series may in cash on each interest payment date, such interest rate to increase by an additional no event exceed one-half quarter of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.25%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer after the 210-day period described in clause (iii) above, or (z) the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 210-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 Initial Notes such series of Registrable Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above Registration Default occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder 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 90th calendar 60th day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, if required, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 365th day following the Original Issue Date, date hereof or (iviii) the Exchange Offer is not consummated on or prior to the 45th day following the date of effectiveness of the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")Statement, the per annum interest rate borne by the Initial Notes shall be increased by one-half quarter of one percent (0.5%) with respect to the first 90per annum following such 60-day period in the case of clause (i) above, following such Registration Default365-day period in the case of clause (ii) above or following such 45-day period in the case of clause (iii) above, payable in cash on each interest payment date, such interest which rate to increase will be increased by an additional one-half quarter of one percent (0.5%) per annum for each subsequent 90- 90-day period until that any such Registration Default has been curedadditional interest continues to accrue, up to a maximum provided that the aggregate increase of in such annual interest rate will in no event exceed one and one-half percent (1.5%) per annumpercent. Upon (wx) the filing of the Exchange Offer Registration Statement after the 9060-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement after the 180365-day period described in clause (ii) above, or (yz) the day before consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 45-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 Initial Notes from the date of such filing, effectiveness, consummation effectiveness or curethe day before the date of consummation, as the case may be, will be reduced to the original interest rate if the Issuers Company and the Subsidiary Guarantors are otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or (iviii) above occurs, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions. A Holder If the Company and the Subsidiary Guarantors issue a notice that the Shelf Registration Statement is unusable pending the announcement of Registrable Notes who has failed a material corporate transaction or otherwise pursuant to provide the information requested of that Holder Section 3(k) hereof, or such a notice is required under applicable securities laws to be issued by the Issuers Company and the Subsidiary Guarantors, and the aggregate number of days in any consecutive 12-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 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 period permitted above, which rate shall be increased by an additional one-quarter of one percent per annum for each subsequent 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 percent. Upon the Company and the Subsidiary Guarantors declaring that the Shelf Registration Statement is usable after the interest rate has been increased pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraphpreceding sentence, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on borne by the Initial Notes will be reduced to the original interest rate if the Company and the Subsidiary Guarantors are otherwise in compliance with this paragraph; provided, however, that if after any such reduction in interest rate the Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to this Section 2(e)the foregoing provisions.

Increase in Interest Rate. In the event that either (i) the Exchange Offer Registration Statement is not filed with the SEC Commission on or prior to the 90th calendar 45th day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar 150th day following the Original Issue Date, date hereof or (iii) the Exchange Offer is not consummated or, if required, on or prior to the 180th day following the date hereof or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 180th day following the Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")date hereof, the per annum interest rate borne by the Initial Notes shall be increased by one-half quarter of one percent (0.5%) with respect to the first 90per annum following such 45-day period in the case of clause (i) above, following such Registration Default150-day period in the case of clause (ii) above or following such 180-day period in the case of clause (iii) above, payable in cash on each interest payment date, such interest which rate to increase will be increased by an additional one-half quarter of one percent (0.5%) per annum for each subsequent 90- 90-day period until that any such Registration Default has been curedadditional interest continues to accrue, up to a maximum provided that the aggregate increase of one and in such interest rate will in no event exceed one-half percent (1.5%) per annumpercent. Upon (wx) the filing of the Exchange Offer Registration Statement after the 9045-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement after the 180150-day period described in clause (ii) above, or (yz) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or (iviii) 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 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 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 if the Company is otherwise in compliance with this paragraph; provided, however, that if after any such reduction in interest rate the Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th 60th calendar day following after the Original Issue DateClosing Time, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following after the Original Issue DateClosing Time, (iii) the Exchange Offer is not consummated oron 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 Notes Senior Securities is not declared effective on or prior to the 210th 240th calendar day following after the Original Issue DateClosing Time, or (ivv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to Election Periods exceed, in clauses (i)-(iv) abovethe aggregate, a "Registration Default"), 90 days during any 365-day period the per annum interest rate borne by the Initial Notes Registrable Senior Securities shall be increased by one-quarter of one percent (0.25%) per annum following such 60-day period in the case of clause (i) above, following such 180-day period in the case of clause (ii) above, following such 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 that the aggregate increase in such annual interest rate may in no event exceed one-half of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.50%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 9060-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) 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 210- 240-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 Initial Notes Senior Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers Company and the Guarantor are otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii), (iv) or (ivv) above occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder 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 Indenture provides that in the event that (i) the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 90th calendar day following after the Original Issue Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following after the Original Issue Closing Date, (iii) the Exchange Offer is not consummated oron or prior to the 210th calendar day following the Closing Date, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Notes Securities is not filed with the SEC on or prior to the 30th calendar day after such filing obligation arises or is not declared effective on or prior to the 210th 45th calendar day following after the Original Issue Datefiling thereof, or (ivv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable Election Periods exceed, in the aggregate, 90 days during any 365 day period (each such event referred to in clauses (i)-(iv) aboveeach, a "Registration Default"), the per annum interest rate borne by the Initial Notes Registrable Securities affected thereby shall be increased by one-half quarter of one percent (0.50.25%) per annum following a Registration Default; provided that the maximum aggregate additional interest with respect to the first 90-day period following such Registration Default, payable Registrable Securities may in cash on each interest payment date, such interest rate to increase by an additional no event exceed one-half quarter of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.25%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-90 day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 210-day period described in clause (iii) above above, or (z) the cure filing or effectiveness of any a Shelf Registration Default Statement after the applicable period described in clause (iv) above, the interest rate borne by the Initial Notes Registrable Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above Registration Default occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder 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 90th 65th calendar day following after the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 135th calendar day following after the Original Issue Date, (iii) the Exchange Offer is not consummated on or prior to the 160th calendar day after the Issue Date or, if requiredas the case may be, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 160th day following after the Original Issue Date, Date or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period as provided in this Agreement (each such event referred to in clauses (i)-(ivi) through (iv) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes Company shall be increased by required to pay additional interest in cash on each Interest Payment Date (as defined in the Indenture) in an amount equal to one-half quarter of one percent (0.50.25%) per annum of the principal amount of the Notes, with respect to the first 90-day period following such Registration Default, payable in cash on each . The amount of such additional interest payment date, such interest rate to will increase by an additional one-half quarter of one percent (0.50.25%) per annum for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.51%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 9065-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180135-day period described in clause (ii) above, (y) 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 210- day period described in clause (iii) above above, or (z) the cure of any Registration Default described in clause (iv) above, such additional interest shall cease to accrue on the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that if, after -------- ------- any such reduction in additional interest rateceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the such additional interest rate will shall begin to accrue again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th calendar 75th day following the Original Issue Date of the Series A Notes (the “Registration Issue Date”), (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar 150th day following the Original Registration Issue Date, (iii) the Exchange Offer is not consummated or, if required, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 180th day following the Original Registration Issue Date, 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 Statement Issue Date and if by 180 days after the Registration Issue Date a registration statement in connection with the Resale Registration is not declared effective but or thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) aboveusable, a "Registration Default"), then the per annum interest rate borne by the Initial Transfer Restricted Notes shall automatically be increased by one-half 50 basis points per annum from and including the 151st day following the Registration Issue Date in the case of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause and (ii) above, from and including the 181st day following the Registration Issue Date in the case of (yiii) 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 consummation of 181st day after the Exchange Offer Registration Issue Date or the effectiveness of a Shelf date the registration statement in connection with the Resale Registration Statementceases to be effective, as the case may be, after in the 210- day period described in clause (iii) above or (z) the cure case of any Registration Default described in clause (iv) above. In addition, the such interest rate borne shall automatically be increased by an additional 25 basis points per annum for each 90-day period that any additional interest continues to accrue; provided that the Initial Notes from the date of aggregate additional increase in such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirements; 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 will again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e)no event exceed 50 basis points per annum.

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 90th 60th calendar day following the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 150th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, if required, or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th 180th calendar day following the Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(ivi)- (iv) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes shall be increased by one-half of one percent (0.50.50%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.50.50%) for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-one- half percent (1.51.50%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 9060-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180150-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirementsrate; 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 will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th 45th calendar day following after the Original Issue Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 180th 105th calendar day following after the Original Issue Date, Closing Date or (iii) the Exchange Offer is not consummated or, if required, or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective by the SEC on or prior to the 210th 180th calendar day following after the Original Issue 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 (iviii) 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 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 effective or usable (each entitled to any such event referred to increase in clauses (i)-(iv) above, a "Registration Default"), the per annum interest rate borne by for any day after the Initial Notes shall be increased by one-half of one percent (0.5%) with respect to 180th day following the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) per annumClosing Date. Upon (wA) the filing of the Exchange Offer Registration Statement after the 90-45th day period described in clause (i) above, (xB) the effectiveness of the Exchange Offer Registration Statement after the 180-105th day period described in clause (ii) above, above or (yC) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 180th 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 Initial Notes Debt Securities from the date of such filing, effectiveness, effectiveness or consummation or cure(effective immediately preceding such consummation), as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirementsrate; 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 again be increased pursuant reduced to the foregoing provisions. A Holder of Registrable Notes who has failed original interest rate only if there is not then continuing a default with respect to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability any of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within events set forth in the required period of time, will not receive the benefit of any increase in immediately preceding sentence causing the interest rate on borne by the Initial Notes pursuant Debt Securities to this Section 2(e)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 90th calendar day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar 150th day following the Original Issue Date, date hereof or (iii) the Exchange Offer is not consummated or, if required, prior to the 180th day following the date hereof or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 180th day following the Original Issue Datedate hereof, or cash interest (iv"Additional Interest") the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, will accrue and become payable at a "Registration Default"), the per annum interest rate borne by the Initial Notes shall be increased by of one-half quarter of one percent (0.5%) with respect to the first per annum following such 90-day period in the case of clause (i) above, following such Registration Default150-day period in the case of clause (ii) above, payable or following such 180-day period in cash on each interest payment datethe case of clause (iii) above, such interest which rate to increase will be increased by an additional one-half quarter of one percent (0.5%) per annum for each subsequent 90- 90-day period until that any additional interest continues to accrue, provided that the aggregate increase in such Registration Default has been cured, up to a maximum increase of interest rate will in no event exceed one and one-half percent (1.5%) per annum. Such Additional Interest shall become payable semi-annually on each March 1 and September 1, as applicable, following the periods set forth in clauses (i), (ii) and (iii) above. Upon (wx) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement Statement, after the 180150-day period described in clause (ii) above, above or (yz) the consummation of the Exchange Offer Offer, or the effectiveness of a the Shelf Registration Statement, as the case may be, after the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or (iviii) above occurs, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e)conditions.

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 90th calendar 45th day following the Original Issue DateClosing Time, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar 150th day following the Original Issue Date, Closing Time or (iii) the Exchange Offer is not consummated or, if required, on or prior to the 180th day following the Closing Time or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 180th day following the Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")Closing Time, the per annum interest rate borne by the Initial Notes shall be increased by one-half of one percent (0.5%) with respect to the first 90per annum following such 45-day period in the case of clause (i) above, following such Registration Default150-day period in the case of clause (ii) above or following such 180-day period in the case of clause (iii) above, payable in cash on each interest payment date, such interest which rate to increase will be increased by an additional one-half of one percent (0.5%) per annum for each subsequent 90- 30-day period until that any additional interest continues to accrue, provided that the aggregate increase in such Registration Default has been cured, up to a maximum increase of interest rate will in no event exceed one and one-half percent (1.5%) per annum. Upon (wx) the filing of the Exchange Offer Registration Statement after the 9045-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement Statement, after the 180150-day period described in clause (ii) above, above or (yz) the consummation of the Exchange Offer Offer, or the effectiveness of a the Shelf Registration Statement, as the case may be, after the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are Trust is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or (iviii) above occurs, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisionsconditions. A Holder If the Trust issues a notice that the Shelf Registration Statement is unusable pending the announcement of Registrable Notes who has failed a material corporate transaction or otherwise pursuant to provide the information requested of that Holder Section 3(k) hereof, or such a notice is required under applicable securities laws to be issued by the Issuers Trust, 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 per occurrence or more than 90 days in the aggregate, then the interest rate borne by the Notes will be increased by one- half of one percent per annum following the date that such Shelf Registration Statement ceases to be usable beyond the period permitted above, which rate shall be increased by an additional one-half of one percent per annum for each subsequent 30-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 percent. Upon the Trust declaring that the Shelf Registration Statement is usable after the interest rate has been increased pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraphpreceding sentence, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on borne by the Initial Notes will be reduced to the original interest rate if the Trust is otherwise in compliance with this paragraph; provided, however, that if after any such reduction in interest rate the Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to this Section 2(e)the foregoing conditions.

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 90th calendar day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Date, (iii) the Notes Exchange Offer is not consummated or, if required, within 210 days following the date hereof or a Notes Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar day following the Original Issue Datedate hereof, or (iviii) either (A) the Notes Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective at any time prior to the time that the Notes Exchange Offer is consummated or usable (each such event referred to in clauses (i)-(ivB) above, a "Registration Default")if applicable, the per annum Notes Shelf Registration Statement has been declared effective and such Notes Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of its effective date, the interest rate borne by the Initial Notes shall be increased by one-half quarter of one percent (0.5%) with respect to the first per annum following such 90-day period in the case of clause (i) above, following such Registration Default210-day period in the case of clause (ii) above, payable or immediately in cash on each interest payment datethe case of clause (iii) above, such interest which rate to increase will be increased by an additional one-half quarter of one percent (0.5%) per annum for each subsequent 90- 30-day period until that any such Registration Default has been cured, up additional interest continues to a maximum 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 that the aggregate increase of in such interest rate will in no event exceed one and one-half percent (1.5%) per annumpercent. Upon (w) the filing of the Notes Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Notes Exchange Offer or the effectiveness of a Notes Shelf Registration Statement, as the case may be, after the 210- 210-day period described in clause (iiiii) above above, or (zy) the cure effectiveness of any the Notes Exchange Offer Registration Default Statement or the Notes Shelf Registration Statement following an event described in clause (iviii) above, the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or (iviii) 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 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 if the Company is otherwise in compliance with this paragraph; provided, however, that if after any such reduction in interest rate the Notes Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th calendar day following after the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 210th calendar day following after the Original Issue Date, (iii) the Exchange Offer is not consummated on or prior to the 240th calendar day after the Issue Date or, if requiredas the case may be, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 270th day following after the Original Issue Date, Date or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period as provided in this Agreement except pursuant to Section 2(d)(ii) (each such event referred to in clauses (i)-(ivi) through (iv) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes shall be increased by an amount equal to one-half of one percent (0.5%) per annum, with respect to the first 90-day period following such Registration Default, payable in cash on each . The amount of such additional interest payment date, such interest rate to will increase by an additional one-half of one percent (0.5%) per annum for each subsequent 90- 90-day period until such Registration Default has been cured, up to a 9 8 maximum increase of one and one-half percent (1.5%) per annum. Such additional interest shall cease to accrue when such Registration Default has been cured. Upon (wx) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement after the 180210-day period described in clause (ii) above, above or the period during which it ceases to be effective or usable as described in clause (yiv) above or (z) the consummation of the Exchange Offer after the 240-day period or the effectiveness of a Shelf Registration StatementStatement after the 270-day period, as the case may be, after the 210- day period described in clause (iii) above or (z) after the cure of any period during which such Shelf Registration Default Statement ceases to be effective or usable as described in clause (iv) above, and provided that none of the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise conditions set forth in compliance with such requirements; provided, however, that if, after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or and (iv) above occurscontinues to exist, the interest rate a Registration Default will again be increased pursuant deemed to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e)be cured.

Increase in Interest Rate. In the event that (i) neither ------------------------- the Exchange Offer Registration Statement nor the Shelf Registration Statement is not filed with the SEC on or prior to the 90th calendar day following after the Original Issue Closing Date, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is not declared effective on or prior to the 180th calendar day following after the Original Issue Closing Date, (iii) the Exchange Offer is not consummated or, if required, a and the Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar day following after the Original Issue Closing Date, or (iv) after either the Shelf Registration Statement or the Exchange Offer Registration Statement is has been declared effective but thereafter effective, such Registration Statement ceases to be effective or such Registration Statement or the related Prospectus ceases to be usable (each such event referred except for the Shelf Election Periods with respect to any Shelf Registration Statement that do not exceed, in clauses the aggregate, 90 days during any 365-day period or the Election Periods with respect to any Exchange Offer Registration Statement that do not exceed, in the aggregate, 30 days) in connection with resales of Securities or Exchange Securities at any time that the Company is obligated hereunder to maintain the effectiveness thereof (i)-(iv) aboveeach, a "Registration Default"), the per -------------------- annum interest rate borne by the Initial Notes Registrable Securities affected thereby shall be increased by one-half quarter of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.25%) per annumannum following a Registration Default. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, Statement after the 210- 210-day period described in clause (iii) above above, or (z) receipt of notice pursuant to the cure penultimate paragraph of any Section 3 that the applicable Registration Default Statement or related Prospectus is once again effective or usable following an event described in clause (iv) above, the interest rate borne by the Initial Notes such series of Registrable Securities from the date of such filing, effectiveness, consummation or curenotice, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that if-------- ------- that, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above Registration Default occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed will not be entitled to provide receive any additional interest under this paragraph if the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within was, at the time period specified in when the exchange offer was pending and provided that paragraphsuch exchange offer is consummated, eligible to exchange, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will did not receive the benefit of any increase validly tender its Registrable Securities for Exchange Securities in the interest rate on the Initial Notes pursuant to this Section 2(e)exchange offer.

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 90th and 150th calendar day following days after the Original Issue 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 is not consummated on or prior to the 180th calendar day after the Closing Date (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 180th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, if required, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to later of the 210th calendar day following after the Original Issue Date, Closing Date and the 45th calendar day after the publication of the change in law or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")interpretation, the per annum interest rate borne by the Initial Notes Securities shall be increased by one-half of one percent (0.5%) with respect to the first 900.50% per annum following such 150-day period following in the case of clause (i) above, such Registration Default, payable 180-day period in cash on each interest payment date, the case of clause (ii) above or such 210-day period or 45-day period (as applicable) in the case of clause (iv) above; provided that the aggregate increase in such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) will in no event exceed 0.50% per annum. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 90-day period or 150-day periods, respectively, described in clause (i) above, (x) the effectiveness consummation of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, or (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, Statement after the 210- 210-day period or 45-day period (as applicable) described in clause (iii) above or (z) the cure of any Registration Default described in clause (iv) above, the interest rate borne by the Initial Notes Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirements; 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 will again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

Increase in Interest Rate. (i) In the event that (i1) the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 90th calendar day following after the Original Issue Closing Date, (ii2) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following after the Original Issue Closing Date, (iii3) the Exchange Offer is not consummated oron or prior to the 210th calendar day after the Closing Date, if required, (4) a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 180th day following after the Original Issue Closing Date (or, in the case of a Shelf Registration Statement required to be filed in response to any changes in applicable law or the applicable interpretations of the staff of the SEC, if later, within 90 days of the date of publication of such change in law or interpretation, but in no event prior to 180 days after the Closing Date), or (iv5) the Exchange Offer Shelf Registration Statement is filed and declared effective within the time periods specified in clause (4) above but thereafter ceases to be effective or usable (at any time the Company and the Guarantors are obligated pursuant to this Agreement to maintain the effectiveness thereof) without being succeeded within 90 days by an additional Shelf Registration Statement filed and declared effective (each such event referred to in clauses (i)-(iv1) through (5) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes Company shall be increased by required to pay additional interest in cash on each Interest Payment Date in an amount equal to one-half quarter of one percent (0.50.25%) per annum with respect to the first 90-day period following such Registration Default, payable in cash on each . The amount of such additional interest payment date, such interest rate to will increase by an additional one-half quarter of one percent (0.50.25%) per annum for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.51.0%) per annum. Such additional interest shall cease to accrue when such Registration Default has been cured (as determined by the last sentence of this paragraph). However, if, after any such additional interest ceases to accrue, a different Registration Default occurs, such additional interest will again accrue under the foregoing provisions. Upon (wv) the filing of the Exchange Offer Registration Statement after the 90-90 day period described in clause (i1) above, (xw) the effectiveness of the Exchange Offer Registration Statement after the 180-180 day period described in clause (ii2) above, (x) the consummation of the Exchange Offer after the 210 day period described in clause (3) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration StatementStatement after the 180 day period (or, as in the case may beof the events provided in the parenthetical to clause (4) above, after the 210- day such later period as is provided in such parenthetical) described in clause (iii4) above above, or (z) the cure of any Shelf Registration Default Statement again becoming effective or usable as described in clause (iv5) above, and provided that none of the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise conditions set forth in compliance with such requirements; provided, however, that if, after any such reduction in interest rate, a different event specified in clause clauses (i1), (ii2), (iii3), (4) or and (iv5) above occurscontinues to exist, the interest rate a Registration Default will again be increased pursuant deemed to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e)be cured.

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 90th 135th calendar day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Datedate hereof, (iii) the Exchange Offer is not consummated oron or prior to the 45th calendar day following the effective 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 Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")date hereof, the per annum interest rate borne by the Initial Registrable Notes shall be increased by one-half quarter of one percent (0.50.25%) with respect to per annum following such 135-day period in the first case of clause (i) above, following such 180-day period in the case of clause (ii) above, following such 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 following that any additional interest continues to accrue; provided that the aggregate increase in such Registration Default, payable in cash on each interest payment date, such annual interest rate to increase by an additional may in no event exceed one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.50%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90135-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) 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 210- 210-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 Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder (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 90th 120th calendar day following after the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 250th calendar day following after the Original Issue Date, (iii) the Exchange Offer is not consummated on or prior to the 280th calendar day after the Issue Date or, if requiredas the case may be, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 280th day following after the Original Issue Date, Date or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period provided in this Agreement (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days (each such event referred to in clauses (i)-(ivi) through (iv) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes Issuers shall be increased by required to pay additional interest in cash on each Interest Payment Date (as defined in the Indenture) in an amount equal to one-half quarter of one percent (0.50.25%) per annum of the principal amount of the Securities, with respect to the first 90-day period following such Registration Default, payable in cash on each . The amount of such additional interest payment date, such interest rate to will increase by an additional one-half quarter of one percent (0.50.25%) per annum for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.51%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90120-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-250 day period described in clause (ii) above, above or (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration StatementStatement after the 280-day period, as the case may be, after the 210- day period described in clause (iii) above above, or (z) the cure of any Registration Default period, as the case may be, described in clause (iv) above, such additional interest shall cease to accrue on the interest rate borne by the Initial Notes Securities from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirementsthis paragraph; provided, however, that if, after any such reduction in additional interest rateceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the such additional interest rate will shall begin to accrue again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th calendar day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, if required, within 210 days following the date hereof or a Notes Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar day following the Original Issue Datedate hereof, or (iviii) either (A) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective at any time prior to the time that the Exchange Offer is consummated or usable (each such event referred to in clauses (i)-(ivB) above, a "Registration Default")if applicable, the per annum Notes Shelf Registration Statement has been declared effective and such Notes Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of its effective date, the interest rate borne by the Initial Notes shall be increased by one-half quarter of one percent (0.5%) with respect to the first per annum following such 90-day period in the case of clause (i) above, following such Registration Default210-day period in the case of clause (ii) above, payable or immediately in cash on each interest payment datethe case of clause (iii) above, such interest which rate to increase will be increased by an additional one-half quarter of one percent (0.5%) per annum for each subsequent 90- 30-day period until that any such Registration Default has been cured, up additional interest continues to a maximum 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 that the aggregate increase of in such interest rate will in no event exceed one and one-half percent (1.5%) per annumpercent. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Notes Shelf Registration Statement, as the case may be, after the 210- 210-day period described in clause (iiiii) above above, or (zy) the cure effectiveness of any the Exchange Offer Registration Default Statement or the Notes Shelf Registration Statement following an event described in clause (iviii) above, the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate will again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).event

Increase in Interest Rate. In The Indenture provides that in the event that (i) the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 90th 150th calendar day following after the Original Issue Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 210th calendar day following after the Original Issue Closing Date, (iii) the Exchange Offer is not consummated oron or prior to the 240th calendar day following the Closing Date, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Notes Securities is not filed with the SEC on or prior to the 210th calendar day after the Closing Date or the 30th calendar day after such filing obligation arises (whichever is later) or is not declared effective on or prior to the 210th 240th calendar day following after the Original Issue DateClosing Date (or within 60 calendar days of a request by any Initial Purchaser), or (ivv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable Election Periods exceed, in the aggregate, 90 days during any 365 day period (each such event referred to in clauses (i)-(iv) aboveeach, a "Registration Default"), the per annum interest rate borne by the Initial Notes Registrable Securities affected thereby shall be increased by one-half quarter of one percent (0.50.25%) per annum following a Registration Default; provided that the maximum aggregate additional interest with respect to the first 90-day period following such Registration Default, payable a series of Registrable Securities may in cash on each interest payment date, such interest rate to increase by an additional no event exceed one-half quarter of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.25%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-150 day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180210-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 240-day period described in clause (iii) above above, or (z) the cure filing or effectiveness of any a Shelf Registration Default Statement after the applicable period described in clause (iv) above, the interest rate borne by the Initial Notes such series of Registrable Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers Company and the Guarantor are otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above Registration Default occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder 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 Notes Exchange Offer Registration Statement is not filed with the SEC on or prior to the 90th calendar day following the Original Issue Date, (iiDate,(ii) the Notes Exchange Offer Registration Statement is (or, if applicable, the Notes Shelf Registration Statement) has not declared become effective on or prior to the 180th calendar day within 120 days following the Original Issue Date, (iii) the expiration of the Notes Exchange Offer is has not consummated or, if required, a Shelf occurred within 45 days after the effective date of the Notes Exchange Offer Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar day following the Original Issue Date, or (iv) the Exchange Offer any Registration Statement required by this Agreement is filed and declared effective but shall thereafter ceases cease to be effective or usable (each except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective (any such event referred to in clauses (i)-(ivi) through (iv) above, a "Registration Default";" PROVIDED that no more than one Registration Default shall be deemed in effect at any one time), the per annum interest rate borne by the Initial Notes shall be increased by one-half of one percent (0.5%) with respect to per annum for the first 90-day period following such from the occurrence of the Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period Default until such time as no Registration Default has been curedis in effect, up to a maximum increase of one and one-half percent (1.5%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirements; provided, howeverPROVIDED, that if, after any such reduction in interest rate, if a different event specified in clause (i), (ii), (iii) or (iv) above occursoccurs the interest rate will again be increased as pursuant to the foregoing provisions . Such additional interest (the "Special Interest") shall be payable in cash semiannually in arrears on each May 15 and November 15. For each 90-day period that the Registration Default continues, the per annum rate of such Special Interest shall increase by an additional one-half of one percent (0.5%), PROVIDED that such rate shall in no event exceed two percent (2.0%) per annum in the aggregate. 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 Notes will be increased by one-half 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-half of one percent per annum for each additional 90-day period that such Notes Shelf Registration Statement continues to be unusable; PROVIDED that the aggregate increase in such annual interest rate may in no event exceed two percent (2.0%). 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 if the Company is otherwise in compliance with this paragraph; PROVIDED, HOWEVER, that if after any such reduction in interest rate the Notes Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

Increase in Interest Rate. In the event that Subject to Section 2(c) above, if (i) any of the Exchange Offer Registration Statement Statements required by Sections 2(a) or (b) of this Agreement to be filed is not filed with the SEC on or prior to the 90th calendar day following the Original Issue Datedate specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the SEC on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), whether or not the Company has breached any obligation to use its best efforts to cause such Registration Statement to be declared effective, (iii) the Exchange Offer Offer, if permitted, has not been consummated within 180 days of the Closing Date or (iv) any Registration Statement required by Sections 2(a) or (b) of this Agreement to be filed is not filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective on or prior to the 180th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, 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 Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable Effectiveness Target Date (each such event referred to in clauses (i)-(ivi) abovethrough (iv), a "Notes Registration Default"), then from and after occurrence of such Notes Registration Default, the per annum annual interest rate borne by the Initial Registrable Notes shall be increased by one-half for any period during the continuance of one percent (0.5%) with respect to the first 90-day period following such Notes Registration Default, payable in cash on each interest payment date, such interest rate to Default will increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) % per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 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 Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise in compliance with such requirements; provided, however, that ifif a Notes Registration Default has occurred and it continues for 180 days, then from and after that date, the annual interest rate borne by the Registrable Notes for any such reduction period during the continuance of such Notes Registration Default will increase by an additional 0.5% per annum; provided, however, that the aggregate amount of any such increase in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the such interest rate will again in no event exceed 1.0% per annum. All accrued Additional Interest shall be increased pursuant paid by the Company on each Interest Payment Date following the accrual thereof, in the same manner as provided in the Indenture and the Notes for the payment of interest on the Notes. Following the cure of all Notes Registration Defaults relating to any particular Registrable Notes, the foregoing provisions. A Holder accrual of Additional Interest with respect to such Registrable Notes who has failed shall cease. All obligations of the Company set forth in the this paragraph that are outstanding with respect to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within any Registrable Notes at the time period specified such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e)full.

Increase in Interest Rate. In the event that (i) the Exchange Offer Registration Statement is not filed with effective by the SEC on or prior to the 90th calendar day following the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Date, (iii) the Exchange Offer is not consummated or, 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 Original Issue Datedate hereof, or (iv) either (A) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective at any time prior to the time that the Exchange Offer is consummated or usable (each such event referred to in clauses (i)-(ivB) above, a "Registration Default")if applicable, the per annum Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of its effective date, the interest rate borne by the Initial Notes shall be increased by one-half quarter of one percent (0.5%) with respect to the first 90per annum following such 60-day period in the case of clause (i) above, following such Registration Default180-day period in the case of clause (ii) above, payable following such 30-day or 80-day period in cash on each interest payment datethe case of clause (iii) above, such interest as the case may be, or immediately in the case of clause (iv) above, which rate to increase will be increased by an additional one-half quarter of one percent (0.5%) per annum for each subsequent 90- 30-day period until that any such Registration Default has been curedadditional interest continues to accrue in the case of clauses (i), up (ii) and (iii) above or for each 90-day period that any such additional interest continues to a maximum accrue in the case of clause (iv) above, provided that the aggregate increase of in such interest rate will in no event exceed one and one-half percent (1.5%) per annumpercent. Upon (w) the filing of the Exchange Offer Registration Statement after the 9060-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 30-day or 180-day period described in clause (iii) above above, as the case may be, or (z) the cure effectiveness of any the Exchange Offer Registration Default Statement or the Shelf Registration Statement following an event described in clause (iv) above, the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause 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 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 if the Company is otherwise in compliance with this paragraph; provided, however, that if after any such reduction in interest rate the Shelf Registration Statement again ceases to be usable beyond the period permitted above, the 11 10 interest rate will again be increased and thereafter reduced pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).

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 90th 60th calendar day following after the Original Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th 90th calendar day following after the Original Issue Date, (iii) the Exchange Offer is not consummated on or prior to the 120th calendar day after the Issue Date or, if requiredas the case may be, a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 210th calendar 120th day following after the Original Issue Date, Date or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period as provided in this Agreement except pursuant to Section 2(d)(ii) (each such event referred to in clauses (i)-(ivi) through (iv) above, a "Registration Default"), the per annum interest rate borne by the Initial Notes Company shall be increased by required to pay additional interest in cash on each Interest Payment Date in an amount equal to one-half of one percent (0.5%) per annum of the Accreted Value of the Notes, with respect to the first 90-day period following such Registration Default, payable in cash on each . The amount of such additional interest payment date, such interest rate to will increase by an additional one-half of one percent (0.5%) per annum for each subsequent 90- 90-day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.5%) per annum. Such additional interest shall cease to accrue when such Registration Default has been cured. Upon (wx) the filing of the Exchange Offer Registration Statement after the 60-day period described in clause (i) above, (y) the effectiveness of the Exchange Offer Registration Statement after the 90-day period described in clause (iii) above, (x) above or the effectiveness of the Exchange Offer Registration Statement after the 180-day period during which it ceases to be effective or usable as described in clause (iiiv) above, above or (yz) the consummation of the Exchange Offer after the 120-day period or the effectiveness of a Shelf Registration StatementStatement after the 120-day period, as the case may be, after the 210- day period described in clause (iii) above or (z) after the cure of any period during which such Shelf Registration Default Statement ceases to be effective or usable as described in clause (iv) above, and provided that none of the interest rate borne by the Initial Notes from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Issuers are otherwise conditions set forth in compliance with such requirements; provided, however, that if, after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or and (iv) above occurscontinues to exist, the interest rate a Registration Default will again be increased pursuant deemed to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e)be cured.

Increase in Interest Rate. In the event that (i) the Exchange Offer Registration Statement is not filed with the SEC Commission on or prior to the 90th calendar 30th day following the Original Issue DateClosing Time, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar 120th day following the Original Issue Date, Closing Time or (iii) the Exchange Offer is not consummated or, if required, on or prior to the 150th day following the Closing Time or a Shelf Registration Statement with respect to the Registrable Notes Securities is not declared effective on or prior to the 210th calendar 150th day following the Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")Closing Time, the per annum interest rate borne by the Initial Notes Securities shall be increased by one-half of one percent (0.5%) with respect to the first 90per annum following such 30-day period in the case of clause (i) above, following such Registration Default120-day period in the case of clause (ii) above or following such 150-day period in the case of clause (iii) above, payable in cash on each interest payment date, such interest which rate to increase will be increased by an additional one-one half of one percent (0.5%) per annum for each subsequent 90- 30-day period until that any additional interest continues to accrue, provided that the aggregate increase in such Registration Default has been cured, up to a maximum increase of interest rate will in no event exceed one and one-half percent (1.51.0%) per annum. Upon (wx) the filing of the Exchange Offer Registration Statement after the 9030-day period described in clause (i) above, (xy) the effectiveness of the Exchange Offer Registration Statement Statement, after the 180120-day period described in clause (ii) above, above or (yz) the consummation of the Exchange Offer Offer, or the effectiveness of a the Shelf Registration Statement, as the case may be, after the 210- 150-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 Initial Notes Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will be reduced to the original interest rate if the Issuers are Trust is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause clauses (i), (ii), (iii) or (iviii) above occurs, the interest rate will again be increased and thereafter reduced pursuant to the foregoing provisionsconditions. A Holder If the Trust issues a notice that Shelf Registration Statement is unusable pending the announcement of Registrable Notes who has failed a material corporate transaction or otherwise pursuant to provide the information requested of that Holder Section 3(k) hereof, or such a notice is required under applicable securities laws to be issued by the Issuers Trust, 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 per occurrence or more than 90 days in the aggregate; then the interest rate borne by the Securities will be increased by one-half of one percent (0.5%) per annum following the date that Such Shelf Registration Statement ceases to be usable beyond the period permitted above, which rate shall be increased by an additional one-half of one percent per annum (0.5%) for each subsequent 30-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 percent (1.0%). Upon the Trust declaring that the Shelf Registration Statement is usable after the interest rate has been increased pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraphpreceding sentence, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on borne by the Initial Notes Securities will be reduced to the original interest rate if the Trust is otherwise in compliance with this paragraph; provided, however, that if after any such reduction in interest rate the Shelf Registration Statement again ceases to be usable beyond the period permitted above, the interest rate will again be increased and thereafter reduced pursuant to this the foregoing conditions. Notwithstanding the foregoing, in the case of a Shelf Registration, the Securities of any Holder that are excluded from such Shelf Registration pursuant to the terms of the second to last paragraph of Section 2(e)3 below shall not bear an increase in interest rate described in the foregoing paragraph with respect to such Shelf Registration Statement for any period of time during which, and only during which, such Securities are excluded from such Shelf Registration.

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 90th 135th calendar day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Datedate hereof, (iii) the Exchange Offer is not consummated oron or prior to the 45th calendar day following the effective date of the Exchange Offer Registration Statement, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Notes Debentures is not declared effective on or prior to the 210th calendar day following the Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")date hereof, the per annum interest rate borne by the Initial Notes Registrable Debentures shall be increased by one-quarter of one percent (0.25%) per annum following such 135- day period in the case of clause (i) above, following such 180-day period in the case of clause (ii) above, following such 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 that the aggregate increase in such annual interest rate may in no event exceed one-half of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.50%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90135-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) 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 210- 210-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 Initial Notes Debentures from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder (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 90th calendar day following after the Original Issue Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following after the Original Issue Closing Date, (iii) the Exchange Offer is not consummated oron or prior to the 210th calendar day following the Closing Date, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Notes Securities is not declared effective on or prior to the 210th calendar day following after the Original Issue Closing Date, or (ivv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable Election Periods exceed, in the aggregate, 90 days during any 365-day period (each such event referred to in clauses (i)-(iv) aboveeach, a "Registration Default"), the per annum interest rate borne by the Initial Notes Registrable Securities affected thereby shall be increased by one-half quarter of one percent (0.50.25%) per annum following a Registration Default; provided that the maximum aggregate additional interest with respect to the first 90-day period following such Registration Default, payable a series may in cash on each interest payment date, such interest rate to increase by an additional no event exceed one-half quarter of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.25%) per annum. Upon (wv) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, (xw) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (yx) 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 210- 210-day period described in clause (iii) above or (z) the cure of any Registration Default described in clause (iv) above, or (z) the termination of any Election Period exceeding the period described in clause (v) above, the interest rate borne by the Initial Notes such series of Registrable Securities from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above Registration Default occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any No increase in the interest rate on the Initial Notes pursuant to this Section 2(eunder 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 90th 150th calendar day following the Original Issue Datedate hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Original Issue Datedate hereof, (iii) the Exchange Offer is not consummated oron or prior to the 30/th/ calendar day following the date of effectiveness of the Exchange Offer Registration Statement, or (iv) if required, a Shelf Registration Statement with respect to the Registrable Notes Debentures is not declared effective on or prior to the 210th 210/th/ calendar day following the Original Issue Date, or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i)-(iv) above, a "Registration Default")Closing Time, the per annum interest rate borne by the Initial Notes Registrable Debentures shall be increased by one-quarter of one percent (0.25%) per annum following such 150-day period in the case of clause (i) above, following such 210-day period in the case of clause (ii) above, following such 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 that the aggregate increase in such annual interest rate may in no event exceed one-half of one percent (0.5%) with respect to the first 90-day period following such Registration Default, payable in cash on each interest payment date, such interest rate to increase by an additional one-half of one percent (0.5%) for each subsequent 90- day period until such Registration Default has been cured, up to a maximum increase of one and one-half percent (1.50.50%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement after the 90150-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210- 30-day period described in clause (iii) above above, or (z) the cure effectiveness of any a Shelf Registration Default Statement after the 210-day period described in clause (iv) above, the interest rate borne by the Initial Notes Debentures from the date of such filing, effectiveness, consummation effectiveness or cureconsummation, as the case may be, will shall be reduced to the original interest rate if the Issuers are Company is otherwise in compliance with such requirementsthis paragraph; provided, however, that ifthat, if after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate will shall again be increased pursuant to the foregoing provisions. A Holder of Registrable Notes who has failed to provide the information requested of that Holder by the Issuers pursuant to the penultimate paragraph Section 3 within the time period specified in that paragraph, and such failure has prejudiced the ability of the Issuers to comply with their obligations under this Agreement to file any Registration Statement within the required period of time, will not receive the benefit of any increase in the interest rate on the Initial Notes pursuant to this Section 2(e).