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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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applicable thereto) and the provisions of this Section 7.16 and the Financing Sources Protection Provisions shall be applicable to the Alternative Financing, and, for the purposes of this Section 7.16, Section 6.5 and the Financing Sources Protection Provisions, all references to the Financing shall be deemed to include such Alternative Financing and any Replacement Financing, all references to Debt Documents shall include the applicable documents for the Alternative Financing and any Replacement Financing, and all references to the Financing Sources shall include the Persons providing or arranging the Alternative Financing or any Replacement Financing. In the event that each of Parent and Merger Sub has obtained substitute financing, the proceeds of which are received on the Closing Date and which amount substitutes an equivalent portion of the Debt Financing, for the purposes of Section 6.5 and Section 7.17, all references to the Financing shall be deemed to include such substitute financing.

(c) Notwithstanding anything herein to the contrary, Parent and Merger Sub acknowledge and agree that the obtaining of the Financing is not a condition to Closing.

7.17. Financing Cooperation.

(a) Prior to the Closing, the Company shall use, and shall use its reasonable best efforts to cause its Subsidiaries and their respective Representatives (including the Company and its Subsidiaries’ management teams) to use, their reasonable best efforts, at the sole cost and expense of Parent and Merger Sub, to cooperate with Parent and Merger Sub in connection with the arrangement of the Debt Financing as may be customary and reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the business or operations of the Company and its Subsidiaries), including (but not limited to) using reasonable best efforts to:

(i) cause the Company’s and its Subsidiaries’ (and their respective Representatives) management teams, with appropriate seniority and expertise, to participate in a reasonable number of meetings, lender presentations, due diligence sessions, drafting sessions, road shows, calls and meetings with prospective lenders and ratings agencies, in each case, upon reasonable notice at mutually agreed times and places, and only to the extent customarily needed for financing of the type contemplated by the Debt Commitment Letter;

(ii) assist Parent and Merger Sub with the preparation of customary materials for rating agency presentations, confidential information memoranda and similar documents reasonably necessary in connection with the Debt Financing, and assisting with the identification of any portion of the information that constitutes material non-public information;

(iii) assist Parent and Merger Sub with the preparation of any guarantee, pledge and security documents contemplated by the Debt Financing, and any certificates and schedules related thereto and other customary definitive documents relating to the Debt Financing, any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the pledging of collateral contemplated by the Debt Financing, as may be reasonably requested by Parent or Merger Sub;

(iv) subject to Section 7.19, assist Parent and Merger Sub with obtaining third-party consents to the Financing, and assist Parent and Merger Sub with the preparation of any required notices or execute any supplemental indentures or similar documents, in each case, as may reasonably be requested by Parent or Merger Sub, including, if required (as reasonably determined by Parent and Merger Sub), consent from third parties to existing joint-venture agreements, financing documents, property management agreements, ground leases, tax credit agreements, and purchase and sale agreements;

(v) furnish to Parent: (1) GAAP audited balance sheets and related statements of income, equity and cash flows for the Company and the Company’s consolidated subsidiaries as of and for the fiscal years ended on December 31, 2015, December 31, 2016 and December 31, 2017 (it being understood that Parent and Merger Sub acknowledge receipt of the information described in this clause (1) as of the date hereof); and (2) GAAP unaudited balance sheet and related statements of income, equity and cash flows for the Company and the Company’s consolidated subsidiaries as of and for each fiscal quarter ended after December 31, 2017 (other than the fourth fiscal quarter of the Company’s fiscal year) and more than

 

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