AN INFORMATION
PACKAGE ACCEPTABLE IN FORMAT AND CONTENT TO GSCP IN MEETINGS AND OTHER
COMMUNICATIONS WITH PROSPECTIVE LENDERS IN CONNECTION WITH THE SYNDICATION OF
THE COMMITMENTS AND/OR THE BRIDGE LOANS (INCLUDING, WITHOUT LIMITATION, DIRECT
CONTACT BETWEEN SENIOR MANAGEMENT AND REPRESENTATIVES OF THE COMPANY WITH
PROSPECTIVE LENDERS AND PARTICIPATION OF SUCH PERSONS IN MEETINGS).
THE COMPANY
FURTHER AGREES THAT EACH LENDER'S COMMITMENT HEREUNDER IS CONDITIONED UPON THE
COMPANY'S SATISFACTION OF THE REQUIREMENTS OF THE FOREGOING PROVISIONS OF THIS
PARAGRAPH BY A DATE SUFFICIENT TO PERMIT THE SYNDICATION OF THE COMMITMENTS
AND/OR THE BRIDGE LOANS TO BE COMPLETED PRIOR TO THE CLOSING DATE, AS DETERMINED
IN THE REASONABLE DISCRETION OF GSCP.
THE COMPANY WILL BE SOLELY RESPONSIBLE
FOR THE CONTENTS OF ANY SUCH INFORMATION PACKAGE AND PRESENTATION AND
ACKNOWLEDGE THAT GSCP WILL BE USING AND RELYING UPON THE INFORMATION CONTAINED
IN SUCH INFORMATION PACKAGE AND PRESENTATION WITHOUT INDEPENDENT VERIFICATION
THEREOF.
THE COMPANY AGREES THAT INFORMATION REGARDING THE BRIDGE LOANS AND
INFORMATION PROVIDED BY THE COMPANY, THE ACQUIRED BUSINESS OR THEIR RESPECTIVE
REPRESENTATIVES TO GSCP IN CONNECTION WITH THE BRIDGE LOANS (INCLUDING, WITHOUT
LIMITATION, DRAFT AND EXECUTION VERSIONS OF THE LOAN DOCUMENTS, PUBLICLY FILED
FINANCIAL STATEMENTS, AND DRAFT OR FINAL OFFERING MATERIALS RELATING TO
CONTEMPORANEOUS OR PRIOR SECURITIES ISSUANCES BY THE COMPANY OR THE ACQUIRED
BUSINESS) MAY BE DISSEMINATED TO POTENTIAL LENDERS AND OTHER PERSONS THROUGH ONE
OR MORE INTERNET SITES (INCLUDING AN INTRALINKS WORKSPACE) CREATED FOR PURPOSES
OF SYNDICATING THE BRIDGE LOANS OR OTHERWISE, IN ACCORDANCE WITH GSCP'S STANDARD
SYNDICATION PRACTICES (INCLUDING HARD COPY AND VIA ELECTRONIC TRANSMISSIONS).
WITHOUT LIMITING THE FOREGOING, THE COMPANY AUTHORIZES THE USE OF ITS LOGOS IN
CONNECTION WITH ANY SUCH DISSEMINATION.
3
At the request of GSCP, the Company agrees to prepare a version of the
information package and presentation that does not contain material non-public
information concerning the Company or the Acquired Business, their respective
affiliates or their securities.
In addition, the Company agrees that unless
specifically labeled "Private - Contains Non-Public Information," no information,
documentation or other data disseminated to prospective Lenders in connection
with the syndication of the Bridge Loans, whether through an internet site
(including, without limitation, an IntraLinks workspace), electronically, in
presentations at meetings or otherwise, will contain any material non-public
information concerning the Company or the Acquired Business, their respective
affiliates or their securities.
THE COMPANY REPRESENTS AND COVENANTS THAT (I) ALL INFORMATION (OTHER THAN
PROJECTIONS) PROVIDED DIRECTLY OR INDIRECTLY BY THE COMPANY TO GSCP OR THE
LENDERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER IS AND WILL
BE, WHEN TAKEN AS A WHOLE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND
DOES NOT AND WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT
MISLEADING AND (II) THE PROJECTIONS THAT HAVE BEEN OR WILL BE MADE AVAILABLE TO
GSCP OR THE LENDERS BY THE ACQUIRED BUSINESS OR THE COMPANY HAVE BEEN AND WILL
BE PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS THAT ARE BELIEVED BY THE