THE ISSUERS 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").
ANY AMOUNTS OF ADDITIONAL INTEREST DUE PURSUANT TO CLAUSES (A)(I) OR (A)(II) OF
THIS SECTION 4 WILL BE PAYABLE IN CASH SEMIANNUALLY ON EACH MAY 15 AND
NOVEMBER 15 (TO THE HOLDERS OF RECORD ON THE MAY 1 AND NOVEMBER 1 IMMEDIATELY
PRECEDING SUCH DATES), COMMENCING WITH THE FIRST SUCH DATE OCCURRING AFTER ANY
SUCH ADDITIONAL INTEREST COMMENCES TO ACCRUE.
THE AMOUNT OF ADDITIONAL INTEREST
WILL BE DETERMINED ON THE BASIS OF A 360-DAY YEAR COMPRISED OF TWELVE 30-DAY
MONTHS.
12
5.
REGISTRATION PROCEDURES
In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Issuers shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Issuers hereunder each of the
Issuers shall:
(A)
PREPARE AND FILE WITH THE SEC, A
REGISTRATION STATEMENT OR REGISTRATION STATEMENTS AS PRESCRIBED BY SECTIONS 2 OR
3 HEREOF, AND USE THEIR REASONABLE BEST EFFORTS TO CAUSE EACH SUCH REGISTRATION
STATEMENT TO BECOME EFFECTIVE AND REMAIN EFFECTIVE AS PROVIDED HEREIN; PROVIDED,
HOWEVER, THAT, IF (1) SUCH FILING IS PURSUANT TO SECTION 3 HEREOF, OR (2) A
PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT FILED PURSUANT
TO SECTION 2 HEREOF IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT BY ANY
PARTICIPATING BROKER-DEALER WHO SEEKS TO SELL EXCHANGE NOTES DURING THE
APPLICABLE PERIOD RELATING THERETO, BEFORE FILING ANY REGISTRATION STATEMENT OR
PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE ISSUERS SHALL FURNISH
TO AND AFFORD THE HOLDERS OF THE REGISTRABLE NOTES INCLUDED IN SUCH REGISTRATION
STATEMENT OR EACH SUCH PARTICIPATING BROKER-DEALER, AS THE CASE MAY BE, THEIR
COUNSEL AND THE MANAGING UNDERWRITERS, IF ANY, A REASONABLE OPPORTUNITY TO
REVIEW COPIES OF ALL SUCH DOCUMENTS (INCLUDING COPIES OF ANY DOCUMENTS TO BE
INCORPORATED BY REFERENCE THEREIN AND ALL EXHIBITS THERETO) PROPOSED TO BE FILED
(IN EACH CASE AT LEAST FIVE DAYS PRIOR TO SUCH FILING, OR SUCH LATER DATE AS IS
REASONABLE UNDER THE CIRCUMSTANCES).
(B)
PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO EACH SHELF REGISTRATION OR EXCHANGE
OFFER REGISTRATION STATEMENT, AS THE CASE MAY BE, AS MAY BE NECESSARY TO KEEP
SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR THE EFFECTIVENESS PERIOD
OR THE APPLICABLE PERIOD, AS THE CASE MAY BE; CAUSE THE RELATED PROSPECTUS TO BE
SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT REQUIRED BY APPLICABLE LAW, AND AS SO
SUPPLEMENTED TO BE FILED PURSUANT TO RULE 424 (OR ANY SIMILAR PROVISIONS THEN IN
FORCE) PROMULGATED UNDER THE SECURITIES ACT; AND COMPLY WITH THE PROVISIONS OF
THE SECURITIES ACT AND THE EXCHANGE ACT APPLICABLE TO EACH OF THEM WITH RESPECT
TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT AS
SO AMENDED OR