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 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 FACILITIES 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,
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.
94
(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