RESPECTIVE AFFILIATES, UPON OUR REQUEST MADE FROM TIME TO TIME, FOR OUR AND
THEIR OUT-OF-POCKET EXPENSES INCLUDING, WITHOUT LIMITATION, ALL REASONABLE DUE
DILIGENCE EXPENSES, FEES OF CONSULTANTS ENGAGED WITH YOUR CONSENT (NOT TO BE
UNREASONABLY WITHHELD), SYNDICATION EXPENSES (INCLUDING THE COSTS OF PRINTING,
DISTRIBUTION AND BANK MEETINGS), APPRAISAL AND VALUATION FEES AND EXPENSES,
TRAVEL EXPENSES, DUPLICATION FEES AND EXPENSES, AUDIT FEES, SEARCH FEES, FILING
AND RECORDING FEES, DISBURSEMENTS AND OTHER CHARGES AND THE REASONABLE FEES,
DISBURSEMENTS AND OTHER CHARGES OF COUNSEL (AND ANY LOCAL COUNSEL), AND ANY
SALES, USE OR SIMILAR TAXES (AND ANY ADDITIONS TO SUCH TAXES) RELATED TO ANY OF
THE FOREGOING) INCURRED IN CONNECTION WITH THE TRANSACTIONS, AND THE
NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY, WAIVER OR MODIFICATION, AND
COLLECTION AND ENFORCEMENT OF THIS COMMITMENT LETTER, THE TERM SHEETS, THE FEE
LETTER, THE CREDIT DOCUMENTS AND THE SECURITY ARRANGEMENTS IN CONNECTION
THEREWITH, AND/OR ANY DOCUMENTS RELATING TO ANY OFFERING OF THE TAKE-OUT
SECURITIES, WHETHER OR NOT SUCH FEES AND EXPENSES ARE INCURRED BEFORE OR AFTER
THE DATE HEREOF OR THE TRANSACTIONS CONTEMPLATED BY THIS COMMITMENT LETTER ARE
CONSUMMATED OR ANY LOAN DOCUMENTATION IS ENTERED INTO OR ANY EXTENSION OF CREDIT
IS MADE UNDER THE CREDIT FACILITIES OR THIS COMMITMENT LETTER IS TERMINATED OR
EXPIRES; PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE OBLIGATED TO REIMBURSE THE
LEGAL FEES, DISBURSEMENTS AND OTHER CHARGES FOR ONLY ONE PRINCIPAL OUTSIDE LAW
FIRM ENGAGED BY US.
8.
CONFIDENTIALITY.
THIS COMMITMENT LETTER, THE TERM SHEETS AND THE
FEE LETTER, THE CONTENTS OF ANY OF THE FOREGOING, AND OUR AND/OR OUR RESPECTIVE
AFFILIATES' ACTIVITIES PURSUANT HERETO OR THERETO, ARE CONFIDENTIAL AND SHALL
NOT BE DISCLOSED BY OR ON BEHALF OF YOU OR ANY OF YOUR AFFILIATES TO ANY PERSON
WITHOUT OUR PRIOR WRITTEN CONSENT, EXCEPT THAT YOU MAY DISCLOSE THIS COMMITMENT
LETTER AND THE TERM SHEETS (BUT NOT THE FEE LETTER OR ANY MATTER RELATED TO ANY
INFORMATION IN THE FEE LETTER) (I) TO YOUR AND TARGET'S OFFICERS, DIRECTORS,
EMPLOYEES AND ADVISORS, AND THEN ONLY IN CONNECTION WITH THE TRANSACTIONS AND ON
A CONFIDENTIAL AND NEED-TO-KNOW BASIS, AND (II) AS YOU ARE REQUIRED TO MAKE BY
APPLICABLE LAW OR COMPULSORY LEGAL PROCESS (BASED ON THE ADVICE OF LEGAL
7
COUNSEL); PROVIDED, HOWEVER, THAT IF DISCLOSURE IS REQUIRED BY COMPULSORY LEGAL
PROCESS YOU AGREE TO GIVE US PROMPT NOTICE THEREOF AND TO COOPERATE WITH US IN
SECURING A PROTECTIVE ORDER AND THAT ANY DISCLOSURE MADE PURSUANT TO PUBLIC
FILINGS SHALL BE SUBJECT TO OUR PRIOR APPROVAL.
YOU AGREE THAT YOU WILL PERMIT
US TO REVIEW AND APPROVE (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD) ANY
REFERENCE TO US OR ANY OF OUR RESPECTIVE AFFILIATES IN CONNECTION WITH THE
CREDIT FACILITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY CONTAINED IN ANY PRESS
RELEASE OR SIMILAR PUBLIC DISCLOSURE PRIOR TO PUBLIC RELEASE.
YOU AGREE THAT WE
AND OUR RESPECTIVE AFFILIATES MAY SHARE INFORMATION CONCERNING YOU, TARGET AND
YOUR AND TARGET'S RESPECTIVE SUBSIDIARIES AND AFFILIATES AMONG OURSELVES IN
CONNECTION WITH THE PERFORMANCE OF OUR SERVICES HEREUNDER AND AS CONTEMPLATED IN