Section 2(d) above.
(h)
Additional Interest due on the Securities pursuant to
Section 2(d) hereof will be payable in cash semiannually in arrears on the same
interest payment dates as the Securities, commencing with the first interest
payment date occurring after any such Additional Interest commences to accrue.
3.
REGISTRATION PROCEDURES.
In connection with the obligations of the Issuer with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Issuer shall:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT ON THE
APPROPRIATE FORM UNDER THE 1933 ACT, WHICH FORM (X) SHALL BE SELECTED BY THE
ISSUER AND
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(Y) SHALL, IN THE CASE OF A SHELF REGISTRATION, BE AVAILABLE FOR THE SALE OF THE
REGISTRABLE SECURITIES BY THE SELLING HOLDERS THEREOF AND (Z) SHALL COMPLY AS TO
FORM IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE FORM AND
INCLUDE ALL FINANCIAL STATEMENTS REQUIRED BY THE SEC TO BE FILED THEREWITH, AND
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO
BECOME EFFECTIVE AND REMAIN EFFECTIVE IN ACCORDANCE WITH SECTION 2 HEREOF;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO EACH REGISTRATION STATEMENT AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE FOR THE APPLICABLE PERIOD AND, EXCEPT FOR SUCH
PERIODS AS TO WHICH SUCH ACTION IS NOT REQUIRED PURSUANT TO SECTION 2(G) HEREOF,
CAUSE EACH PROSPECTUS TO BE SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT REQUIRED
BY APPLICABLE LAW AND, AS SO SUPPLEMENTED, TO BE FILED PURSUANT TO RULE 424
UNDER THE 1933 ACT; TO KEEP EACH PROSPECTUS CURRENT DURING THE PERIOD DESCRIBED
UNDER SECTION 4(3) AND RULE 174 UNDER THE 1933 ACT THAT IS APPLICABLE TO
TRANSACTIONS BY BROKERS OR DEALERS WITH RESPECT TO THE REGISTRABLE SECURITIES OR
EXCHANGE SECURITIES;
(C)
IN THE CASE OF A SHELF REGISTRATION, FURNISH TO EACH HOLDER OF
REGISTRABLE SECURITIES, TO COUNSEL FOR THE HOLDERS AND TO EACH UNDERWRITER OF AN
UNDERWRITTEN OFFERING OF REGISTRABLE SECURITIES, IF ANY, WITHOUT CHARGE, AS MANY
COPIES OF EACH PROSPECTUS, INCLUDING EACH PRELIMINARY PROSPECTUS, AND ANY
AMENDMENT OR SUPPLEMENT THERETO AND SUCH OTHER DOCUMENTS AS SUCH HOLDER OR
UNDERWRITER MAY REASONABLY REQUEST, IN ORDER TO FACILITATE THE PUBLIC SALE OR
OTHER DISPOSITION OF THE REGISTRABLE SECURITIES THEREUNDER; AND, EXCEPT FOR THE
PERIODS SET FORTH IN SECTION 2(G) HEREIN, THE ISSUER CONSENTS TO THE USE OF SUCH
PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO IN ACCORDANCE WITH APPLICABLE
LAW BY EACH OF THE SELLING HOLDERS OF REGISTRABLE SECURITIES AND ANY SUCH
UNDERWRITERS IN CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE
SECURITIES COVERED BY AND IN THE MANNER DESCRIBED IN SUCH PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO IN ACCORDANCE WITH APPLICABLE LAW;
(D)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY THE
REGISTRABLE SECURITIES UNDER ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS
OF SUCH JURISDICTIONS AS ANY HOLDER OF REGISTRABLE SECURITIES COVERED BY A
REGISTRATION STATEMENT SHALL REASONABLY REQUEST IN WRITING BY THE TIME THE
APPLICABLE REGISTRATION STATEMENT IS