AS REASONABLY DETERMINED BY LEHMAN BROTHERS AND LCPI
AND, AT THE REQUEST OF LCPI AND LEHMAN BROTHERS, THE PREPARATION OF VERSIONS OF
THE CONFIDENTIAL INFORMATION MEMORANDA THAT DO NOT CONTAIN MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY, ITS AFFILIATES OR ITS SECURITIES FOR
PURPOSES OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS, (IV) HOSTING, WITH
LCPI AND
4
LEHMAN BROTHERS, ONE OR MORE MEETINGS OF PROSPECTIVE LENDERS, AND, IN CONNECTION
WITH ANY SUCH LENDER MEETING, CONSULTING WITH LEHMAN BROTHERS AND LCPI WITH
RESPECT TO THE PRESENTATIONS TO BE MADE AT SUCH MEETING, AND MAKING AVAILABLE
APPROPRIATE OFFICERS AND REPRESENTATIVES TO REHEARSE SUCH PRESENTATIONS PRIOR TO
SUCH MEETINGS, AS REASONABLY REQUESTED BY LEHMAN BROTHERS AND LCPI AND
(V) PERMITTING AGENTS OR ADVISORS ENGAGED BY LEHMAN BROTHERS AND LCPI TO REVIEW
THE COMPANY'S SYSTEMS, CONTROLS, BOOKS AND RECORDS.
FURTHERMORE, YOU AGREE THAT
THE COMMITMENT IS CONDITIONED UPON THE COMPANY'S SATISFACTION OF THE
REQUIREMENTS OF THE FOREGOING PROVISIONS OF THIS PARAGRAPH, IF SO REQUESTED BY
LEHMAN BROTHERS, BY A DATE SUFFICIENT TO PERMIT THE SYNDICATION OF THE CREDIT
FACILITIES TO BE COMPLETED PRIOR TO THE CLOSING DATE.
(B)
TO ASSIST LEHMAN BROTHERS AND LCPI IN THEIR
SYNDICATION EFFORTS, YOU AGREE PROMPTLY TO PREPARE AND PROVIDE TO LEHMAN
BROTHERS AND LCPI ALL INFORMATION WITH RESPECT TO THE COMPANY, THE REFINANCING
AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ALL FINANCIAL
INFORMATION AND PROJECTIONS (THE "PROJECTIONS"), AS THEY MAY REASONABLY
REQUEST.
YOU HEREBY REPRESENT AND COVENANT THAT (I) ALL INFORMATION OTHER THAN
THE PROJECTIONS (THE "INFORMATION") THAT HAS BEEN OR WILL BE MADE AVAILABLE TO
LEHMAN BROTHERS AND LCPI BY YOU OR ANY OF YOUR REPRESENTATIVES IS OR WILL BE,
WHEN FURNISHED, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND DOES NOT OR
WILL NOT, WHEN FURNISHED, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH
STATEMENTS ARE MADE AND (II) THE PROJECTIONS THAT HAVE BEEN OR WILL BE MADE
AVAILABLE TO LEHMAN BROTHERS AND LCPI BY YOU OR ANY OF YOUR REPRESENTATIVES HAVE
BEEN OR WILL BE PREPARED IN GOOD FAITH BASED UPON REASONABLE ASSUMPTIONS
BELIEVED BY YOU TO BE REASONABLE AT THE TIME MADE.
YOU UNDERSTAND THAT IN
ARRANGING AND SYNDICATING THE CREDIT FACILITIES AND THE COMMITMENTS WE MAY USE
AND RELY ON THE INFORMATION AND PROJECTIONS WITHOUT INDEPENDENT VERIFICATION
THEREOF AND THAT YOU WILL PROMPTLY NOTIFY US OF ANY CHANGES IN CIRCUMSTANCES
THAT COULD BE EXPECTED TO CALL INTO QUESTION THE CONTINUED REASONABLENESS OF ANY
MATERIAL ASSUMPTION UNDERLYING THE PROJECTIONS.
(C)
TO ENSURE AN ORDERLY AND EFFECTIVE SYNDICATION
OF THE CREDIT FACILITIES, YOU AGREE THAT, FROM THE DATE HEREOF UNTIL THE
TERMINATION OF THE SYNDICATION AS DETERMINED BY LEHMAN BROTHERS, YOU WILL NOT,
AND WILL NOT PERMIT ANY OF YOUR AFFILIATES TO, SYNDICATE OR ISSUE, ATTEMPT TO
SYNDICATE OR ISSUE, ANNOUNCE OR AUTHORIZE THE ANNOUNCEMENT OF THE SYNDICATION OR
ISSUANCE OF, OR ENGAGE IN DISCUSSIONS CONCERNING THE SYNDICATION