FAVORABLE AS TO PRICING AND OTHER ECONOMIC TERMS
(AS DETERMINED IN THE GOOD FAITH REASONABLE JUDGMENT OF PARENT) THAN THE
FINANCING CONTEMPLATED BY THE COMMITMENT LETTER ("ALTERNATIVE FINANCING") AS
PROMPTLY AS PRACTICABLE FOLLOWING THE OCCURRENCE OF SUCH EVENT AND THE FOREGOING
CLAUSES (I) THROUGH (V) SHALL BE APPLICABLE TO THE ALTERNATIVE FINANCING.
PARENT AND ACQUIROR SHALL (1) COMPLY IN ALL MATERIAL RESPECTS WITH THE
COMMITMENT LETTER, (2) ENFORCE IN ALL MATERIAL RESPECTS THEIR RIGHTS UNDER THE
COMMITMENT LETTER AND (3) NOT PERMIT ANY MATERIAL AMENDMENT OR MODIFICATION TO
BE MADE TO, OR ANY WAIVER OF ANY MATERIAL PROVISION OR REMEDY UNDER, THE
COMMITMENT LETTER OR THE FEE LETTER REFERRED TO IN THE COMMITMENT LETTER WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COMPANY.
PARENT AND ACQUIROR SHALL PROVIDE
NOTICE TO THE COMPANY PROMPTLY UPON RECEIVING THE FINANCING OR, IF APPLICABLE,
THE ALTERNATIVE FINANCING.
(B)
THE COMPANY AGREES TO PROVIDE, AND SHALL CAUSE THE COMPANY
SUBSIDIARIES AND ITS AND THEIR REPRESENTATIVES TO PROVIDE, ALL REASONABLE
COOPERATION (INCLUDING WITH RESPECT TO TIMELINESS) IN CONNECTION WITH THE
ARRANGEMENT OF THE FINANCING AS MAY BE REASONABLY REQUESTED BY PARENT (PROVIDED
THAT SUCH REQUESTED COOPERATION DOES NOT UNREASONABLY INTERFERE WITH THE ONGOING
OPERATIONS OF THE COMPANY AND THE COMPANY SUBSIDIARIES), INCLUDING (I)
PARTICIPATION IN MEETINGS, DRAFTING SESSIONS, PRESENTATIONS, ROAD SHOWS, AND
RATING AGENCY AND DUE DILIGENCE SESSIONS, (II) FURNISHING PARENT AND ITS
FINANCING SOURCES WITH FINANCIAL AND OTHER PERTINENT INFORMATION REGARDING THE
COMPANY AS MAY BE REASONABLY REQUESTED BY PARENT TO CONSUMMATE THE FINANCING,
INCLUDING ALL FINANCIAL STATEMENTS AND FINANCIAL DATA WITH RESPECT TO THE
COMPANY AND THE COMPANY SUBSIDIARIES REQUIRED TO SATISFY CONDITIONS 3. AND 4.
SET FORTH IN ANNEX II OF THE COMMITMENT LETTER (THE "REQUIRED FINANCIAL
INFORMATION"), (III) REASONABLY ASSISTING PARENT AND ITS FINANCING SOURCES IN
THE PREPARATION OF (A) OFFERING DOCUMENTS, BUSINESS PROJECTIONS, PRO FORMA
FINANCIAL INFORMATION, PRIVATE PLACEMENT MEMORANDA, BANK INFORMATION, MEMORANDA,
PROSPECTUSES AND SIMILAR DOCUMENTS FOR ANY PORTION OF THE FINANCING OR
ALTERNATIVE FINANCING AND (B) MATERIALS FOR RATING AGENCY PRESENTATIONS, (IV)
REASONABLY COOPERATING WITH THE MARKETING EFFORTS OF PARENT AND ITS FINANCING
SOURCES FOR ANY PORTION OF THE FINANCING, (V) TAKING ALL ACTION REASONABLY
REQUESTED BY PARENT SO THAT EFFECTIVE AS OF THE EFFECTIVE TIME (A) THE BOARD OF
DIRECTORS OF EACH COMPANY SUBSIDIARY THAT WILL BECOME A GUARANTOR UNDER PARENT'S
CREDIT FACILITIES CONSISTS OF ONE OR MORE EMPLOYEES OF PARENT OR ITS
SUBSIDIARIES AND (B) ONE OR MORE EMPLOYEES OF PARENT OR ITS SUBSIDIARIES IS
APPOINTED AS AN OFFICER OF SUCH COMPANY SUBSIDIARY, (VI) REASONABLY COOPERATING
WITH PARENT'S LEGAL COUNSEL IN CONNECTION WITH ANY LEGAL OPINIONS THAT SUCH
LEGAL COUNSEL MAY BE REQUIRED TO DELIVER IN CONNECTION WITH THE FINANCING,
INCLUDING USING ALL REASONABLE EFFORTS TO REMEDY ANY CORPORATE CONDITIONS WHICH
MAY IMPEDE THE DELIVERY
65
of any required legal opinion, (vii) using all reasonable efforts to obtain
surveys and title insurance as reasonably requested by Parent, (viii)
authorizing the independent auditor of the Company to provide its opinion and
consents with respect to the financial statements