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, and declared effective by, the SEC on or prior to the 90th and 150th calendar days after the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply), (ii) the Exchange Offer 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 later of the 210th calendar day after the Closing Date and the 45th calendar day after the publication of the change in law or interpretation, the interest rate borne by the Initial Securities shall be increased by 0.50% per annum following such 150-day period in the case of clause (i) above, such 180-day period in 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 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 or 150-day periods, respectively, described in clause (i) above, (x) the consummation of the Exchange Offer after the 180-day period described in clause (ii) above, or (y) the effectiveness of a Shelf Registration Statement after the 210-day period or 45-day period (as applicable) described in clause (iii) above, the interest rate borne by the Initial Securities from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate.

Increase in Interest Rate. In the event that (i) the Exchange Offer Registration Statement is not filed with, and declared effective by, with the SEC on or prior to the 90th and 150th 135th calendar days after day following the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply)date hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the date hereof, (iii) the Exchange Offer is not consummated on or prior to the 180th 45th calendar day after following the Closing Date (unless changes in law or the applicable interpretation effective date of the Staff do not permit the Company to effect the Exchange OfferOffer Registration Statement, in which case clause (iii) shall apply) or (iiiiv) if required, 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 Notes is not declared effective on or prior to the later of the 210th calendar day after following the Closing Date and the 45th calendar day after the publication of the change in law or interpretationdate hereof, the per annum interest rate borne by the Initial Securities Registrable Notes shall be increased by 0.50% one-quarter of one percent (0.25%) per annum following such 150135-day period in the case of clause (i) above, following such 180-day period in the case of clause (ii) above or above, following such 210-day period or 45-day period (as applicable) 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 will may in no event exceed one-half of one percent (0.50% %) per annum. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 90135-day or 150-day periods, respectively, period described in clause (i) above, (x) the consummation 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 (yz) the effectiveness of a Shelf Registration Statement Statement, after the 210-day period or 45-day period (as applicable) described in clause (iiiiv) above, the interest rate borne by the Initial Securities Notes from the date of such filing, effectiveness or consummation, as the case may be, will shall 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, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate shall again be increased pursuant to the foregoing provisions. No increase in the rate under (i), (ii) or (iii) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. In the event that either (i) the Exchange Offer Registration Statement is not filed with, and declared effective by, with the SEC on or prior to the 90th and 150th calendar days after day following the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply)date hereof, (ii) the Exchange Offer is not consummated on within 210 days following the date hereof 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 Notes 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 Notes is not declared effective on or prior to the later 210th day following the date hereof, or (iii) either (A) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (B) if applicable, the 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 the 210th calendar day after the Closing Date and the 45th calendar day after the publication of the change in law or interpretationits effective date, the interest rate borne by the Initial Securities Notes shall be increased by 0.50% one-quarter of one percent per annum following such 15090-day period in the case of clause (i) above, following such 180210-day period in the case of clause (ii) above above, or such 210-day period or 45-day period (as applicable) immediately in the case of clause (iviii) above, which rate will be increased by an additional one-quarter of one percent per annum for each 30-day period that any such additional interest continues to accrue in the case of clause (i) above or for each 90-day period that any such additional interest continues to accrue in the case of clauses (ii) and (iii) above; provided that the aggregate increase in such interest rate will in no event exceed 0.50% per annumone and one-half percent. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 90-day or 150-day periods, respectively, period described in clause (i) above, (x) the consummation of the Exchange Offer or the effectiveness of a Notes Shelf Registration Statement, as the case may be, after the 180210-day period described in clause (ii) above, or (y) the effectiveness of a the Exchange Offer Registration Statement or the Notes Shelf Registration Statement after the 210-day period or 45-day period (as applicable) following an event described in clause (iii) above, the interest rate borne by the Initial Securities Notes from the date of such filing, effectiveness or consummation, as the case may be, 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., a different event

Increase in Interest Rate. In the event that that: (i) the Exchange Offer Registration Statement is not filed with, and declared effective by, with the SEC on or prior to the 90th and 150th calendar days after 60th day following the Closing Date, respectively or (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect ii) the Exchange OfferOffer Registration Statement is not declared effective by the SEC on or prior to the 120th day following the Closing Date, in which case clause or (iii) shall apply), (ii) the Exchange Offer is not consummated on or prior to the 180th calendar day after following the Closing Date Date, or (unless changes in law or the applicable interpretation each of the Staff do not permit the Company events referred to effect the Exchange Offer, in which case clause clauses (i) through (iii) shall apply) or (iii) above being hereinafter called a Shelf “Registration Statement with respect to Default”), then the Registrable Securities is required to be filed due to a change in law or interpretation and such Shelf Registration Statement is not declared effective on or prior to the later of the 210th calendar day after the Closing Date and the 45th calendar day after the publication of the change in law or interpretation, the per annum interest rate borne by the Initial Registrable Securities shall be increased (“Additional Interest”) by 0.50% one-quarter of one percent (0.25%) per annum immediately following such 15060-day period in the case of clause (i) above, immediately following such 180120-day period in the case of clause (ii) above or immediately following such 210180-day period or 45-day period (as applicable) in the case of clause (iviii) above, which rate will be increased by an additional one-quarter of one percent (0.25%) per annum immediately following each 90-day period that any Additional Interest continues to accrue under any circumstances; provided, however, that, if at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this Section 2(d) shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such date that there is no Registration Default; provided further, that for any and all Registration Defaults, the aggregate increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum. Upon (w) the filing or of the Exchange Offer Registration Statement after the 60-day period described in clause (i) above, the effectiveness of the Exchange Offer Registration Statement after the 90120-day or 150-day periods, respectively, period described in clause (iii) above, (x) above or the consummation of the Exchange Offer after the 180-day period described in clause (ii) above, or (y) the effectiveness of a Shelf Registration Statement after the 210-day period or 45-day period (as applicable) described in clause (iii) above, the interest rate borne by the Initial Registrable Securities from the date of such filing, effectiveness or consummation, as the case may be, will shall be reduced to the original interest rate so long as no other Registration Default shall have occurred and shall be continuing at such time and the Company is otherwise in compliance with this Section 2(d); provided, however, that, if after any such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased pursuant to the foregoing provisions (as if it were the original Registration Default). In addition, all Additional Interest shall cease to accrue at such time when there are no Registrable Securities outstanding. The Additional Interest provided for in this Section 2(d) shall be the sole and exclusive remedy for any failure of the Company to comply with the provisions of this Section 2(d). The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the 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 Senior Notes for Exchange Securities in the Exchange Offer will not be entitled to receive any Additional Interest.

Increase in Interest Rate. In the event that (i) the Exchange Offer Registration Statement is not filed with, and declared effective by, with the SEC on or prior to the 90th and 150th 135th calendar days after day following the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply)date hereof, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the date hereof, (iii) the Exchange Offer is not consummated on or prior to the 180th 45th calendar day after following the Closing Date (unless changes in law or the applicable interpretation effective date of the Staff do not permit the Company to effect the Exchange OfferOffer Registration Statement, in which case clause (iii) shall apply) or (iiiiv) if required, 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 Debentures is not declared effective on or prior to the later of the 210th calendar day after following the Closing Date and the 45th calendar day after the publication of the change in law or interpretationdate hereof, the per annum interest rate borne by the Initial Securities Registrable Debentures shall be increased by 0.50% one-quarter of one percent (0.25%) per annum following such 150-135- day period in the case of clause (i) above, following such 180-day period in the case of clause (ii) above or above, following such 210-day period or 45-day period (as applicable) 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 will may in no event exceed one-half of one percent (0.50% %) per annum. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 90135-day or 150-day periods, respectively, period described in clause (i) above, (x) the consummation 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 (yz) the effectiveness of a Shelf Registration Statement Statement, after the 210-day period or 45-day period (as applicable) described in clause (iiiiv) above, the interest rate borne by the Initial Securities Debentures from the date of such filing, effectiveness or consummation, as the case may be, will shall 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, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate shall again be increased pursuant to the foregoing provisions. No increase in the rate under (i), (ii) or (iii) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. (i) In the event that (i1) the Exchange Offer Registration Statement is not filed with, and declared effective by, with the SEC on or prior to the 90th and 150th calendar days day after the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect 2) the Exchange Offer, in which case clause (iii) shall apply)Offer Registration Statement is not declared effective on or prior to the 180th calendar day after the Closing Date, (ii3) the Exchange Offer is not consummated on or prior to the 180th 210th calendar day after the Closing Date 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 (iii4) 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 Notes is not declared effective on or prior to the later of the 210th calendar 180th day after the Closing Date and (or, in the 45th calendar day after 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 the such change in law or interpretation, but in no event prior to 180 days after the interest rate borne Closing Date), or (5) the 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 (1) through (5) above, a "Registration Default"), the Initial Securities Company shall be increased by 0.50% required to pay additional interest in cash on each Interest Payment Date in an amount equal to one-quarter of one percent (0.25%) per annum following such 150with respect to the first 90-day period following such Registration Default. The amount of such additional interest will increase by an additional one-quarter of one percent (0.25%) per annum for each subsequent 90-day period until such Registration Default has been cured, up to a maximum of one percent (1.0%) 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 (v) the filing of the Exchange Offer Registration Statement after the 90 day period described in the case of clause (i1) above, such 180-day period in 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 will in no event exceed 0.50% per annum. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 90-180 day or 150-day periods, respectively, period described in clause (i2) above, (x) the consummation of the Exchange Offer after the 180-210 day period described in clause (ii3) above, or (y) the effectiveness of a Shelf Registration Statement after the 210-day period or 45-180 day period (or, in the case of the events provided in the parenthetical to clause (4) above, such later period as applicableis provided in such parenthetical) described in clause (iii4) above, or (z) the interest rate borne by Shelf Registration Statement again becoming effective or usable as described in clause (5) above, and provided that none of the Initial Securities from the date of such filingconditions set forth in clauses (1), effectiveness or consummation(2), as the case may be(3), (4) and (5) above continues to exist, a Registration Default will be reduced deemed to the original interest ratebe cured.

Increase in Interest Rate. In the event that (i) the Exchange Offer Registration Statement is not filed with, and declared effective by, the SEC on or prior to the 90th and 150th calendar days after the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply), (ii) the Exchange Offer is not consummated on or prior to the 180th 300th calendar day after following the Closing Date (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange OfferTime, in which case clause (iii) shall apply) or (iiiii) if required, a Shelf Registration Statement with respect to the Registrable Senior Securities is required to be filed due to a change in law or interpretation and such Shelf Registration Statement is not declared effective on or prior to the later of the 210th 360th calendar day after the Closing Date and Time (or on or before the 45th calendar day after the publication end of the change Request Extension Period, if longer), or (iii) the Election Periods exceed, in law or interpretationthe aggregate, 90 days during any 365-day period the per annum interest rate borne by the Initial Registrable Senior Securities shall be increased by 0.50% one-quarter of one percent (0.25%) per annum following such 150300-day period in the case of clause (i) above, following such 180360-day period (or Request Extension Period, if longer) in the case of clause (ii) above, or following such 90-day period in the case of clause (iiiii) above or such 210above, which rate will be increased by an additional quarter of one percent (0.25%) per annum for each 90-day period or 45-day period (as applicable) in the case of clause (iv) aboveduring which noncompliance continues; provided that the aggregate increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 90-day or 150-day periods, respectively, described in clause (i) above, (xy) the consummation of the Exchange Offer after the 180300-day period described in clause (iii) above, or (yz) the effectiveness of a Shelf Registration Statement Statement, after the 210-day period or 45360-day period (as applicableor Request Extension Period, if longer) described in clause (iiiii) above, the interest rate borne by the Initial Senior Securities from the date of such filing, effectiveness or consummation, as the case may be, will shall 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, a different event specified in clause (i), (ii) or (iii) above occurs, the interest rate shall again be increased pursuant to the foregoing provisions. No increase in the rate under clause (i) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. In the event that (i) the Exchange Offer Registration Statement is not filed with, and declared effective by, by the SEC on or prior to the 90th and 150th calendar days after the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply), (ii) the Exchange Offer 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 Notes is not declared effective on or prior to the later 210th day following the date hereof, or (iv) either (A) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (B) if applicable, the 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 210th calendar day after the Closing Date and the 45th calendar day after the publication of the change in law or interpretationits effective date, the interest rate borne by the Initial Securities Notes shall be increased by 0.50% one-quarter of one percent per annum following such 15060-day period in the case of clause (i) above, following such 180-day period in the case of clause (ii) above above, following such 30-day or such 21080-day period in the case of clause (iii) above, as the case may be, or 45-day period (as applicable) immediately in the case of clause (iv) above; , which rate will be increased by an additional one-quarter of one percent per annum for each 30-day period that any such additional interest continues to accrue in the case of clauses (i), (ii) and (iii) above or for each 90-day period that any such additional interest continues to accrue in the case of clause (iv) above, provided that the aggregate increase in such interest rate will in no event exceed 0.50% per annumone and one-half percent. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 9060-day or 150-day periods, respectively, period described in clause (i) above, (x) the consummation effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, or (y) consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement Statement, as the case may be, after the 21030-day or 180-day period or 45-day period (as applicable) described in clause (iii) above, as the case may be, or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement following an event described in clause (iv) above, the interest rate borne by the Initial Securities Notes from the date of such filing, effectiveness or consummation, as the case may be, 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, a different event specified in clauses (i), (ii), (iii) or (iv) above occurs, the interest rate will again be increased and thereafter reduced pursuant to the foregoing conditions. If the Company issues a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction or otherwise pursuant to Section 3(k) hereof, or such a notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which all such notices are issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the 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.

Increase in Interest Rate. In (a) With respect to the event that Series A Notes, if (i) an Exchange Offer Registration Statement is not filed with the Commission on or prior to the 75th day following the Issue Date of the Series A Notes (the “Registration Issue Date”), (ii) the Exchange Offer Registration Statement is not filed with, and declared effective by, the SEC on or prior to the 90th and 150th calendar days after day following the Closing Registration Issue 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 following the Registration Issue Date or (iv) if the law or applicable interpretations of the Commission prohibit a Holder of Series A Notes from participating in the Exchange Offer or if such Holder does not receive a freely tradeable Exchange Note pursuant to the Exchange Offer or if for any reason the Exchange Offer is not consummated within 180 days of the Registration Issue Date and if by 180 days after the Closing Registration Issue Date (unless changes a registration statement in law or connection with 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 Resale 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 thereafter ceases to the later of the 210th calendar day after the Closing Date and the 45th calendar day after the publication of the change in law be effective or interpretationusable, then the interest rate borne by the Initial Securities Transfer Restricted Notes shall automatically be increased by 0.50% 50 basis points per annum from and including the 151st day following such 150-day period the Registration Issue Date in the case of clause (i) and (ii) above, such 180-from and including the 181st day period following the Registration Issue Date in the case of clause (iiiii) above or, solely with respect to Series A Notes which could not be exchanged as set forth above and Exchange Notes that are not freely tradeable, from and including the 181st day after the Registration Issue Date or such 210-day period or 45-day period (the date the registration statement in connection with the Resale Registration ceases to be effective, as applicable) the case may be, in the case of clause (iv) above. In addition, such interest rate 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 aggregate additional increase in such interest rate will in no event exceed 0.50% 50 basis points per annum. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 90-day or 150-day periods, respectively, described in clause (i) above, (x) the consummation of the Exchange Offer after the 180-day period described in clause (ii) above, or (y) the effectiveness of a Shelf Registration Statement after the 210-day period or 45-day period (as applicable) described in clause (iii) above, the interest rate borne by the Initial Securities from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate.

Increase in Interest Rate. In the event that (i) the Exchange ------------------------- Offer Registration Statement is not filed with, and declared effective by, with the SEC on or prior to the 90th and 150th 60th calendar days after day following the Closing Original Issue 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 later of the 210th 150th calendar day after following the Closing Date and Original Issue Date, (iii) the 45th Exchange Offer is not consummated or a Shelf Registration Statement with respect to the Registrable Notes is not declared effective on or prior to the 180th calendar day after following the publication of Original Issue Date, or (iv) the change Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in law or interpretationclauses (i)- (iv) above, a "Registration Default"), the per annum interest rate borne by the Initial Securities Notes shall be increased by one-half of one percent (0.50% per annum following such 150%) with respect to the first 90-day period following such Registration Default, payable in the case of clause (i) abovecash on each interest payment date, such 180interest rate to increase by an additional one-half of one percent (0.50%) for each subsequent 90-day period in the case until such Registration Default has been cured, up to a maximum increase of clause one and one- half percent (ii1.50%) 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 will in no event exceed 0.50% per annum. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 9060-day or 150-day periods, respectively, period described in clause (i) above, (x) the consummation effectiveness of the Exchange Offer Registration Statement after the 180150-day period described in clause (ii) above, or (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement Statement, as the case may be, after the 210180-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 Securities Notes from the date of such filing, effectiveness or consummation, as the case may be, will shall be reduced to the original interest rate; provided, however, that if, after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate shall again be increased pursuant to the foregoing provisions.

Increase in Interest Rate. In the event that (i) the Exchange Offer Registration Statement is not filed with, and declared effective by, the SEC on or prior to the 90th and 150th calendar days after the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange Offer, in which case clause (iii) shall apply), (ii) the Exchange Offer is not consummated on or prior to the 180th 300th calendar day after following the Closing Date (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange OfferTime, in which case clause (iii) shall apply) or (iiiii) if required, a Shelf Registration Statement with respect to the Registrable Senior Securities is required to be filed due to a change in law or interpretation and such Shelf Registration Statement is not declared effective on or prior to the later of the 210th 360th calendar day after the Closing Date and Time (or on or before the 45th calendar day after the publication end of the change Request Extension Period, if longer), or (iii) the Election Periods exceed, in law or interpretationthe aggregate, 90 days during any 365-day period the per annum interest rate borne by the Initial Registrable Senior Securities shall be increased by 0.50% one-quarter of one percent (0.25%) per annum following such 150300-day period in the case of clause (i) above, following such 180360-day period (or Request Extension Period, if longer) in the case of clause (ii) above, or following such 90-day period in the case of clause (iiiii) above or such 210above, which rate will be increased by an additional quarter of one percent (0.25%) per annum for each 90-day period or 45-day period (as applicable) in the case of clause (iv) aboveduring which noncompliance continues; provided that the aggregate increase in such annual interest rate will may in no event exceed one-half of one percent (0.50% %) per annum. Upon (w) the filing or effectiveness of the Exchange Offer Registration Statement after the 90-day or 150-day periods, respectively, described in clause (i) above, (xy) the consummation of the Exchange Offer after the 180300-day period described in clause (iii) above, or (yz) the effectiveness of a Shelf Registration Statement Statement, after the 210-day period or 45360-day period (as applicableor Request Extension Period, if longer) described in clause (iiiii) above, the interest rate borne by the Initial Senior Securities from the date of such filing, effectiveness or consummation, as the case may be, will shall be reduced to the original interest rate if the zCompany is otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, a different event specified in clause (i), (ii) or (iii) above occurs, the interest rate shall again be increased pursuant to the foregoing provisions. No increase in the rate under clause (i) above shall be payable for any period during which a Shelf Registration is effective.

Increase in Interest Rate. In the event that (i) the Exchange Offer Registration Statement is not filed with, and declared effective by, with the SEC on or prior to the 90th and 150th calendar days day after the Closing Date, respectively (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect ii) the Exchange OfferOffer Registration Statement is not declared effective on or prior to the 180th calendar day after the Closing Date, in which case clause (iii) shall apply), (ii) the Exchange Offer is not consummated on or prior to the 180th 210th calendar day after following the Closing Date (unless changes in law or the applicable interpretation of the Staff do not permit the Company to effect the Exchange OfferDate, in which case clause (iii) shall apply) or (iiiiv) if required, a Shelf Registration Statement with respect to the Registrable Securities is required to be filed due to a change in law or interpretation and such Shelf Registration Statement is not declared effective on or prior to the later of the 210th calendar day after the Closing Date and Date, or (v) the 45th calendar Election Periods exceed, in the aggregate, 90 days during any 365-day after the publication of the change in law or interpretationperiod (each, a "Registration Default"), the per annum interest rate borne by the Initial Registrable Securities affected thereby shall be increased by 0.50% one-quarter of one percent (0.25%) per annum following such 150-day period in the case of clause (i) above, such 180-day period in the case of clause (ii) above or such 210-day period or 45-day period (as applicable) in the case of clause (iv) abovea Registration Default; provided that the maximum aggregate increase in such additional interest rate will with respect to a series may in no event exceed 0.50% one-quarter of one percent (0.25%) per annum. Upon (wv) the filing or effectiveness of the Exchange Offer Registration Statement after the 90-day or 150-day periods, respectively, period described in clause (i) above, (w) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (ii) above, (x) the consummation of the Exchange Offer after the 180210-day period described in clause (iiiii) above, or (y) the effectiveness of a Shelf Registration Statement Statement, after the 210-day period or 45-day period (as applicable) described in clause (iiiiv) above, or (z) the termination of any Election Period exceeding the period described in clause (v) above, the interest rate borne by the Initial such series of Registrable Securities from the date of such filing, effectiveness or consummation, as the case may be, will shall 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, a different Registration Default occurs, the interest rate shall again be increased pursuant to the foregoing provisions. No increase in the rate under clause (i), (ii) or (iii) above shall be payable for any period during which a Shelf Registration is effective.