HOLDERS OF RECORD ON THE JUNE 1 AND DECEMBER 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 BY MULTIPLYING THE APPLICABLE ADDITIONAL
INTEREST RATE BY THE PRINCIPAL AMOUNT OF THE REGISTRABLE NOTES, MULTIPLIED BY A
FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS SUCH ADDITIONAL INTEREST
RATE WAS APPLICABLE DURING SUCH PERIOD (DETERMINED ON THE BASIS OF A 360-DAY
YEAR COMPRISED OF TWELVE 30-DAY MONTHS AND, IN THE CASE OF A PARTIAL MONTH, THE
ACTUAL NUMBER OF DAYS ELAPSED), AND THE DENOMINATOR OF WHICH IS 360.
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 NO LATER THAN
THE FILING DATE, A REGISTRATION STATEMENT OR REGISTRATION STATEMENTS AS
PRESCRIBED BY SECTIONS 2 OR 3 HEREOF, AND USE THEIR 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
13
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 IN