auditors (other than in connection with the Merger), the relevant Obligor (or
the Ultimate Parent, in the case of any change to the Bridge Group's or the Bank
Group's auditors) shall promptly notify the Facility Agent of such change.
19.18
SYNDICATION
(A)
EACH OF THE OBLIGORS SHALL (AND THE ULTIMATE PARENT SHALL PROCURE
THAT EACH MEMBER OF THE BRIDGE GROUP AND EACH MEMBER OF THE BANK GROUP SHALL)
CO-OPERATE WITH AND ASSIST THE MANDATED LEAD ARRANGERS IN CONNECTION WITH THE
PRIMARY SYNDICATION OF THE 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
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,
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provided that no Obligor shall be required to provide any information where,
having regard to the relevance of that information to the achievement of a
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 AND 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 ULTIMATE PARENT OR THE RELEVANT OBLIGOR AS THE CASE MAY BE,
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 DISCLOSURE OR ACTION TO BE TAKEN.
19.19
ASSETS
Each Obligor shall (and the Ultimate Parent shall procure that each member of
the Bridge Group and each member of the Bank Group shall) maintain and preserve
all of its assets that are necessary in the conduct of its business as it is
conducted from time to time, in good working