Risk Factors 1 (continued) LONFIDENTIAL FOR DISCUSSION PURPOSES ONLY Step-Up Interest Rate on the Senor Notes The Interest Rate on the Senor Notes will increase on the earlier of (i) the date that is twelve months following the Issuance Date and (ii) the date a Non-Refinancing Event occurs (the "Initial Step-Up Date"). Following the Initial Step-Up Date, and again if later a Non-Refinancing Event occurs. higher amounts of interest payments will be made on the Senior Nails and amounts that would otherwise be available to make distributions on the Preferred Shares will be reduced, which would adversely affect returns on the Preferred Shares. Uncertainties Concerning LIBOR The Interest Rate on the Senor Notes is based upon LIBOR and therefore may fluctuate from one Interest Accrual Period to another due to changes in LIBOR. Changes in LIBOR will affect the amount of interest payable on the Senior Notes. and will have corresponding effects on amounts available for distributions on the Preferred Shares. Interest Rate Risks There may be a timing or basis mismatch between the Senior Notes and the assets of the Issuer that are floating rate obligations. As a result of such mismatches. changes in the level of LIBOR or any other applicable floating rate index could adversely affect the ability of the Co-Issuers to make payments on the Senior Notes and the Preferred Shares. Hedge Counterparty Risks The Issuer is authorized to enter into hedge agreements at any time or from time to time in order to manage interest rate mismatches, timing mismatches and other risks. In the event of an insolvency or other default by a hedge cotnterparty. the Issuer will be exposed to the credit risk of each related hedge counterparty. Risks of Hedge Agreements The Issuer's obligations to make payments pursuant to any hedge agreement will rank senior to the Issuer's obligations to make payments on the Preferred Shares. Issuer Expenses Through their investment in the Preferred Sha