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.
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:
12
(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 IN
SUCH PROSPECTUS AS SO SUPPLEMENTED AND WITH RESPECT TO THE SUBSEQUENT RESALE OF
ANY SECURITIES BEING SOLD BY A PARTICIPATING BROKER-DEALER COVERED BY ANY SUCH
PROSPECTUS.
THE ISSUERS SHALL BE DEEMED NOT TO HAVE USED THEIR REASONABLE BEST
EFFORTS TO KEEP A REGISTRATION