AT BUYER'S SOLE RISK.
7.11
CHANGE OF COMPANY NAME.
EACH OF BUYER AND THE COMPANY UNDERTAKES
AND AGREES THAT PROMPTLY AFTER THE CLOSING, IT WILL TAKE ALL ACTIONS NECESSARY
TO CHANGE THE NAME OF THE COMPANY TO DELETE THE USE OF THE NAME "FOREST", ANY
DERIVATIVE THEREOF AND/OR ANY LOGOS OR TRADEMARKS RELATED THERETO BY SIXTY (60)
DAYS AFTER CLOSING.
7.12
ACCOUNT SIGNATORIES.
SELLER SHALL CAUSE THE COMPANY TO CHANGE THE
NAMES OF THE ACCOUNTS AND THE NAMES OF THE OFFICERS, EMPLOYEES, AGENTS OR OTHER
SIMILAR REPRESENTATIVES OF THE COMPANY, AS DESIGNATED BY BUYER AT OR PRIOR TO
THE CLOSING, WHO THEREAFTER SHALL BE AUTHORIZED TO TRANSACT BUSINESS WITH
RESPECT TO THE ACCOUNTS, SAFE DEPOSIT BOXES, LOCK BOXES OR OTHER RELATIONSHIPS
WITH THE BANKS, TRUST COMPANIES, SECURITIES BROKERS AND OTHER FINANCIAL
INSTITUTIONS SET FORTH IN SCHEDULE 4.17.
7.13
COOPERATION WITH FINANCING.
IN ORDER TO ASSIST WITH OBTAINING
FINANCING FOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE COMPANY SHALL
PROVIDE AND SHALL USE THEIR COMMERCIALLY REASONABLE BEST EFFORTS TO CAUSE ITS
REPRESENTATIVES (INCLUDING LEGAL AND ACCOUNTING ADVISORS) TO PROVIDE ALL
COOPERATION REASONABLY REQUESTED BY BUYER IN CONNECTION WITH SUCH FINANCING,
INCLUDING, BUT NOT LIMITED TO, (I) ASSISTING BUYER AND ITS FINANCING SOURCES IN
PREPARING ANY OFFERING DOCUMENT AND MATERIALS FOR RATING AGENCY PRESENTATIONS,
(II) FURNISHING INFORMATION FOR THE PREPARATION OF FINANCIAL STATEMENTS, PRO
FORMA STATEMENTS AND OTHER FINANCIAL DATA CUSTOMARILY INCLUDED IN OFFERINGS OF
THE TYPE CONTEMPLATED BY THE FINANCING, AND (III) COOPERATION WITH PROSPECTIVE
LENDERS IN PERFORMING THEIR DUE DILIGENCE.
BUYER SHALL USE ITS COMMERCIALLY
REASONABLE BEST EFFORTS TO OBTAIN THE DEBT FINANCING (OR, IF THE DEBT FINANCING
IS NOT AVAILABLE TO
27
BUYER, ALTERNATIVE ACQUISITION FINANCING SUFFICIENT TO FUND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT) AND TO OBTAIN THE REQUIRED CONSENT UNDER BUYER'S
CREDIT AND GUARANTY AGREEMENT DATED NOVEMBER 30, 2006 WITH J. ARON & COMPANY
(THE "PERL CREDIT AGREEMENT").
7.14
HEDGE ASSUMPTION. BETWEEN THE DATE HEREOF AND THE CLOSING DATE,
SELLER AND FOC WILL USE REASONABLE COMMERCIAL EFFORTS, AT NO COST TO SELLER OR
FOC, TO ASSIST BUYER IN FINALIZING ITS HEDGING STRATEGY FOLLOWING CLOSING,
INCLUDING EFFORTS TO ASSIGN AND NOVATE ALL OF THE FOREST HEDGES TO A FINANCIAL
COUNTERPARTY OF BUYER'S CHOOSING.
IN THE EVENT THAT BUYER FAILS TO SO NOVATE
AND ASSIGN ALL OF THE FOREST HEDGES, BUYER SHALL HAVE THE FOLLOWING OPTION:
BETWEEN THE DATE OF EXECUTION HEREOF AND FIVE BUSINESS DAYS PRIOR TO CLOSING,
BUYER SHALL ELECT EITHER:
(A)
TO HAVE THE COMPANY ASSIGN AND NOVATE, AT NO COST AND WITH NO
FURTHER LIABILITY OR OBLIGATION TO BUYER OR THE COMPANY, ALL OF THE FOREST
HEDGES TO FOC; OR
(B)
TO HAVE THE COMPANY ASSIGN AND NOVATE, AT NO COST AND WITH NO
FURTHER LIABILITY OR OBLIGATION TO BUYER OR THE COMPANY, ALL OF THE FOREST
HEDGES TO FOC, WHEREUPON FOC SHALL IMMEDIATELY ENTER INTO IDENTICAL TRANSACTIONS
(EACH, A "MIRROR HEDGE") WITH BUYER, EACH OF WHICH SHALL BE SUPPORTED BY
CUSTOMARY DERIVATIVE AGREEMENTS AND SHALL PROVIDE BUYER THE SAME ECONOMIC
BENEFITS, RIGHTS AND