WITHIN SUCH
PERIOD). THE OBJECTION OF AN INITIAL PURCHASER OR UNDERWRITER, IF ANY, SHALL BE
DEEMED TO BE REASONABLE IF SUCH REGISTRATION STATEMENT, AMENDMENT, PROSPECTUS OR
SUPPLEMENT, AS APPLICABLE, AS PROPOSED TO BE FILED, CONTAINS A MATERIAL
MISSTATEMENT OR OMISSION;
(V)
MAKE AVAILABLE AT REASONABLE TIMES FOR INSPECTION, UPON WRITTEN REQUEST,
AT THE OFFICES WHERE NORMALLY KEPT, BY A REPRESENTATIVE OF THE INITIAL
PURCHASERS, THE MANAGING UNDERWRITER(S), IF ANY, PARTICIPATING IN ANY
DISPOSITION PURSUANT TO SUCH REGISTRATION STATEMENT AND ANY ATTORNEY OR ONE FIRM
OF ACCOUNTANTS RETAINED BY SUCH INITIAL PURCHASERS OR ANY OF THE MANAGING
UNDERWRITER(S), ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS
AND PROPERTIES OF EACH OF THE COMPANY AND THE GUARANTORS AND CAUSE THE COMPANY'S
AND THE GUARANTORS' OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION
REASONABLY REQUESTED BY ANY SUCH HOLDER, UNDERWRITER, ATTORNEY OR ACCOUNTANT IN
CONNECTION WITH SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT
THERETO SUBSEQUENT TO THE FILING THEREOF AND PRIOR TO ITS EFFECTIVENESS AND TO
PARTICIPATE IN MEETINGS WITH INVESTORS TO THE EXTENT REASONABLY REQUESTED BY THE
MANAGING UNDERWRITER(S), IF ANY; PROVIDED, THAT IF ANY SUCH INFORMATION IS
REASONABLY IDENTIFIED BY THE COMPANY OR ANY GUARANTOR AS BEING CONFIDENTIAL OR
PROPRIETARY, EACH PERSON RECEIVING SUCH INFORMATION SHALL TAKE SUCH ACTIONS AS
ARE REASONABLY NECESSARY TO PROTECT THE CONFIDENTIALITY OF
10
such information, and shall sign confidentiality agreements requested by the
Company or any Guarantor prior to the receipt of such information;
(VI)
IF REQUESTED BY ANY SELLING HOLDERS OR THE UNDERWRITER(S), IF ANY,
PROMPTLY INCORPORATE IN ANY REGISTRATION STATEMENT OR PROSPECTUS, PURSUANT TO A
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT IF NECESSARY, SUCH INFORMATION AS SUCH
SELLING HOLDERS AND UNDERWRITER(S), IF ANY, MAY REASONABLY REQUEST TO HAVE
INCLUDED THEREIN, INCLUDING, WITHOUT LIMITATION, INFORMATION RELATING TO THE
"PLAN OF DISTRIBUTION" OF THE TRANSFER RESTRICTED SECURITIES, INFORMATION WITH
RESPECT TO THE PRINCIPAL AMOUNT OF TRANSFER RESTRICTED SECURITIES BEING SOLD TO
SUCH UNDERWRITER(S), THE PURCHASE PRICE BEING PAID THEREFOR AND ANY OTHER TERMS
OF THE OFFERING OF THE TRANSFER RESTRICTED SECURITIES TO BE SOLD IN SUCH
OFFERING; AND MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT AS SOON AS PRACTICABLE AFTER THE COMPANY IS NOTIFIED OF
THE MATTERS TO BE INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT;
(VII)
CAUSE THE TRANSFER RESTRICTED SECURITIES COVERED BY THE REGISTRATION
STATEMENT TO BE RATED WITH THE APPROPRIATE RATING AGENCIES, IF SO REQUESTED BY
THE HOLDERS OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES COVERED
THEREBY OR THE UNDERWRITER(S), IF ANY;
(VIII)
FURNISH TO EACH INITIAL PURCHASER, EACH SELLING HOLDER AND EACH OF THE
UNDERWRITER(S), IF ANY, WITHOUT CHARGE, AT LEAST ONE COPY OF THE REGISTRATION
STATEMENT, AS FIRST FILED WITH THE COMMISSION, AND OF EACH AMENDMENT THERETO,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS INCORPORATED BY
REFERENCE THEREIN AND ALL EXHIBITS (INCLUDING EXHIBITS INCORPORATED THEREIN BY
REFERENCE);
(IX)
DELIVER TO EACH SELLING HOLDER AND EACH OF THE UNDERWRITER(S), IF ANY,
WITHOUT CHARGE, AS MANY COPIES OF THE PROSPECTUS (INCLUDING EACH PRELIMINARY
PROSPECTUS) AND ANY