CORRECT IN ALL MATERIAL RESPECTS AND
DOES NOT AND WILL NOT, TAKEN AS A WHOLE, CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH SUCH
5
STATEMENTS ARE MADE, AND (B) ALL FINANCIAL PROJECTIONS CONCERNING THE COMPANY,
TARGET AND THEIR RESPECTIVE SUBSIDIARIES AND THE TRANSACTIONS (THE
"PROJECTIONS") THAT HAVE BEEN MADE OR WILL BE PREPARED BY OR ON BEHALF OF YOU OR
ANY OF YOUR AFFILIATES, REPRESENTATIVES OR ADVISORS AND THAT HAVE BEEN OR WILL
BE MADE AVAILABLE TO ANY OF US OR ANY LENDER (WHETHER PRIOR TO OR ON OR AFTER
THE DATE HEREOF) HAVE BEEN AND WILL BE PREPARED IN GOOD FAITH BASED UPON
ASSUMPTIONS BELIEVED BY YOU TO BE REASONABLE.
YOU AGREE THAT WE SHALL BE GIVEN
SUCH ACCESS TO BUSINESS, FINANCIAL, LEGAL AND OTHER INFORMATION REGARDING THE
COMPANY AND TARGET AND THEIR RESPECTIVE SUBSIDIARIES AS ANY OF US SHALL
REASONABLY REQUEST INCLUDING, WITHOUT LIMITATION, ACCESS TO THE MANAGEMENT,
BOOKS AND RECORDS, CONTRACTS AND PROPERTIES OF THE COMPANY AND TARGET AND THEIR
RESPECTIVE SUBSIDIARIES.
YOU AGREE TO SUPPLEMENT THE INFORMATION AND THE
PROJECTIONS FROM TIME TO TIME UNTIL THE DATE OF CONSUMMATION OF THE ACQUISITION
(THE "CLOSING DATE") AND, IF REQUESTED BY US, FOR A REASONABLE PERIOD THEREAFTER
NECESSARY TO COMPLETE THE SYNDICATION OF THE CREDIT FACILITIES, SO THAT THE
REPRESENTATION AND COVENANT IN THE PRECEDING SENTENCE REMAIN CORRECT IN ALL
MATERIAL RESPECTS (AND NOT JUST ON THE DATE THAT ANY INFORMATION IS FURNISHED).
IN ARRANGING THE CREDIT FACILITIES, INCLUDING THE SYNDICATION THEREOF, WE WILL
BE ENTITLED TO USE AND RELY PRIMARILY ON THE INFORMATION AND THE PROJECTIONS
WITHOUT RESPONSIBILITY FOR INDEPENDENT CHECK OR VERIFICATION THEREOF.
6.
INDEMNIFICATION.
YOU AGREE (I) TO INDEMNIFY AND HOLD HARMLESS
EACH OF THE INITIAL LENDERS, WCM, MLPF&S AND EACH OF THE OTHER LENDERS AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, REPRESENTATIVES,
ADVISORS, AGENTS AND CONTROLLING PERSONS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS (EACH INITIAL LENDER AND EACH SUCH OTHER PERSON BEING AN "INDEMNIFIED
PARTY") FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, COSTS, EXPENSES
AND LIABILITIES, JOINT OR SEVERAL, TO WHICH ANY INDEMNIFIED PARTY MAY BECOME
SUBJECT UNDER ANY APPLICABLE LAW, OR OTHERWISE RELATED TO OR ARISING OUT OF OR
IN CONNECTION WITH THIS COMMITMENT LETTER, THE FEE LETTER, THE TERM SHEETS, THE
CREDIT FACILITIES, THE LOANS UNDER THE CREDIT FACILITIES, THE USE OF PROCEEDS OF
ANY SUCH LOAN, ANY OF THE TRANSACTIONS OR ANY RELATED TRANSACTION OR THE
PERFORMANCE BY ANY INDEMNIFIED PARTY OF THE SERVICES CONTEMPLATED HEREBY, AND
WILL REIMBURSE EACH INDEMNIFIED PARTY PROMPTLY UPON DEMAND FOR ANY AND ALL
EXPENSES (INCLUDING THE REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF
COUNSEL) AS THEY ARE INCURRED IN CONNECTION WITH THE INVESTIGATION OF OR
PREPARATION FOR OR DEFENSE OF ANY PENDING OR THREATENED CLAIM OR ANY ACTION OR
PROCEEDING ARISING THEREFROM, WHETHER OR NOT SUCH INDEMNIFIED PARTY IS A PARTY
AND WHETHER OR NOT SUCH