THAT IT IS REQUIRED TO CARRY OUT IN RELATION TO THE ACCESSION OF SUCH
ACCEDING BORROWER OR ACCEDING GUARANTOR TO THIS AGREEMENT.
24.17
CHANGE IN AUDITORS
The Obligors shall ensure that its auditors are (and in the case of the Company,
the Bank Group's auditors are) any one of the Permitted Auditors provided that
in the event of any change in such auditors (other than in connection with the
Merger), the relevant Obligor (or the Company, in the case of any change to the
Bank Group's auditors) shall promptly notify the Facility Agent of such change.
24.18
SYNDICATION
(A)
EACH OF THE OBLIGORS SHALL (AND THE COMPANY SHALL PROCURE THAT
EACH MEMBER OF THE BANK GROUP SHALL) CO-OPERATE WITH AND ASSIST THE MANDATED
LEAD ARRANGERS IN CONNECTION WITH THE PRIMARY SYNDICATION OF THE FACILITIES
(OTHER THAN THE B5 FACILITY AND THE B6 FACILITY) IN A MANNER CONSISTENT WITH
NORMAL MARKET PRACTICE INCLUDING (BUT NOT LIMITED TO) BY:
(I)
PROVIDING SUCH FINANCIAL AND OTHER
INFORMATION RELATING TO THE GROUP AS THE MANDATED LEAD ARRANGERS, ACTING
REASONABLY, MAY DEEM NECESSARY TO ACHIEVE SUCCESSFUL SYNDICATION PROVIDED THAT
NO SUCH INFORMATION SHALL BE REQUIRED TO BE SO PROVIDED TO THE EXTENT THAT THE
SAME WOULD REQUIRE A FILING TO BE MADE BY ANY OBLIGOR WITH THE SEC AS A RESULT
THEREOF;
(II)
IN LINE WITH NORMAL MARKET PRACTICE,
ASSISTING THE MANDATED LEAD ARRANGERS IN THE PREPARATION OF ANY SUPPLEMENTAL
MATERIALS TO THE INFORMATION MEMORANDA;
(III)
ALLOW ATTENDANCE BY SENIOR MANAGEMENT OF THE
ULTIMATE PARENT AND THE COMPANY AT ONE OR MORE BANK PRESENTATIONS OR MEETING
WITH POTENTIAL LENDERS AT SUCH TIMES AND PLACES AS THE MANDATED LEAD ARRANGERS
MAY AGREE WITH THE ULTIMATE PARENT AND THE COMPANY; AND
(IV)
USE REASONABLE EFFORTS TO ENSURE THAT THE
SYNDICATION EFFORTS BENEFIT FROM THE GROUP'S EXISTING LENDING RELATIONSHIPS,
provided that no Obligor shall be required to provide any information where,
having regard to the relevance of that information to the achievement of
Successful Syndication, it would be unreasonable to do so.
(B)
WITHOUT PREJUDICE TO THE PROVISIONS OF PARAGRAPH (A), NO OBLIGOR
SHALL BE REQUIRED TO TAKE ANY ACTION OR TO DELIVER ANY INFORMATION THAT WOULD
CONFLICT WITH ANY APPLICABLE LAW TO WHICH IT IS BOUND OR OTHER APPLICABLE
REGULATION INCLUDING THE TAKEOVER CODE, US FEDERAL SECURITIES LAWS, THE LAWS OF
DELAWARE, OR TO PROVIDE ANY DISCLOSURES THAT WOULD REQUIRE A FILING WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION, OR CAUSE IT OR ANY OF ITS SUBSIDIARIES
TO BREACH ANY APPLICABLE CONFIDENTIALITY UNDERTAKING TO WHICH IT IS BOUND OR
WHICH MIGHT PREJUDICE ITS ENTITLEMENT TO OR RETENTION OF LEGAL PRIVILEGE IN ANY
DOCUMENT.
IN THE EVENT THAT THE MANDATED LEAD ARRANGERS REQUEST ANY INFORMATION
TO BE DISCLOSED OR ACTION TO BE TAKEN WHICH IS SUBJECT TO A CONFIDENTIALITY
UNDERTAKING, THE PARENT OR THE RELEVANT OBLIGOR AS THE CASE MAY BE,
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SHALL USE ITS REASONABLE ENDEAVOURS TO OBTAIN THE CONSENT OF THE RELEVANT
BENEFICIARY OF SUCH CONFIDENTIALITY UNDERTAKING TO SUCH ACTION IN ORDER TO ALLOW
SUCH