Common use of Information Package Clause in Contracts

Information Package. In the case of the Company, Smurfit Kappa Funding and the Parent only (and given only as at the date the Information Package (or part thereof) is delivered to the Arrangers and as at the Syndication Date): (a) to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, the material factual information contained in the Information Package (when taken as a whole) was true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given; (b) to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, all expressions of opinion or intention made by the Parent, Smurfit Kappa Funding or the Company contained in the Information Package were made after careful consideration and were believed by the Parent, Smurfit Kappa Funding and the Company to be reasonable as at the date at which they are stated to be given; (c) the financial projections made by the Parent, Smurfit Kappa Funding or the Company contained in the Information Package have been prepared as at the date of the Information Package on the basis of recent historical information and assumptions which were believed by the Parent, Smurfit Kappa Funding, the Company and by the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer to be reasonable at that date; (d) to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, the Information Package did not omit as at its date any information the omission of which would make the Information Package untrue or misleading in any material respect; and (e) (as at the Syndication Date) to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, nothing has occurred since the date of the Information Package which has not been fairly disclosed in writing to the Facility Agent and which, if disclosed, would result in the factual information or financial projections contained in the Information Package being untrue or misleading in any material respect.

Information Package. (i) In relation to the case Yell Information Package: (A) all statements of fact relating to the assets, financial condition and operations of the Company, Smurfit Kappa Funding and the Parent only (and given only as at the date the Information Package (or part thereof) is delivered to the Arrangers and as at the Syndication Date): (a) to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, the material factual information Business contained in the Yell Information Package (when taken as a whole) was are true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be givenrespects; (bB) to the best of each opinions and views expressed in the Yell Syndication Memorandum represent the honestly held opinions and views of the Parent’s, the Company’s Parent and Smurfit Kappa Funding’s knowledge, all expressions of opinion or intention made by the Parent, Smurfit Kappa Funding or the Company contained in the Information Package Management and were made arrived at after careful consideration and were believed by based on reasonable grounds; (C) the Parent, Smurfit Kappa Funding projections and forecasts contained in the Company to be reasonable Agreed Financial Projections (in the agreed form as at the date at Yell Completion Date) are based upon assumptions (including, without limitation, assumptions as to the future performance of the Business, inflation, price increases and efficiency gains) which they are stated the Parent and Management have carefully considered and consider to be givenfair and reasonable (it being recognised by the Agents and the Banks that such Agreed Financial Projections are not guarantees of future performance and that the actual results (during the periods covered by such Agreed Financial Projections) may differ materially in practice from the projected results set forth therein); (cD) after careful consideration, the financial projections made by Yell Information Package does not omit to disclose or take into account any matter known to the Parent, Smurfit Kappa Funding Parent or the Company contained Management where failure to disclose or take into account such matter would result in the Yell Information Package have been prepared as at the date of the Information Package on the basis of recent historical information and assumptions which were believed by the Parent, Smurfit Kappa Funding, the Company and by the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer to be reasonable at that date; (d) to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, the Information Package did not omit as at its date or any information the omission of which would make the Information Package untrue or projection contained therein) being misleading in any material respect; and (eE) nothing has occurred or come to light since the date as at which the Yell Information Package was prepared which, insofar as the Parent or Management is aware, renders any material facts forming the basis thereof materially inaccurate or misleading or which makes any of the projections or forecasts contained therein materially unfair or unreasonable or renders any of the assumptions upon which the projections are based materially unfair or unreasonable. (ii) In relation to the XxXxxx Information Package: (A) all statements of fact relating to the assets, financial condition and operations of the Group and the XxXxxx Business contained in the XxXxxx Information Package are true and accurate in all material respects; (B) the opinions and views expressed in the XxXxxx Syndication Memorandum represent the honestly held opinions and views of the Parent and Management and were arrived at after careful consideration and were based on reasonable grounds; (C) the projections and forecasts contained in the Agreed Financial Projections (in the agreed form as at the Syndication DateXxXxxx Completion Date taking account of the XxXxxx Acquisition) are based upon assumptions (including, without limitation, assumptions as to the best of each future performance of the Parent’sBusiness, inflation, price increases and efficiency gains) which the Parent and Management have carefully considered and consider to be fair and reasonable (it being recognised by the Agents and the Banks that such Agreed Financial Projections are not guarantees of future performance and that the actual results (during the periods covered by such Agreed Financial Projections) may differ materially in practice from the projected results set forth therein); (D) after careful consideration, the Company’s and Smurfit Kappa Funding’s knowledge, nothing has occurred since the date of the XxXxxx Information Package which has does not been fairly disclosed in writing omit to disclose or take into account any matter known to the Facility Agent and which, if disclosed, Parent or Management where failure to disclose or take into account such matter would result in the factual XxXxxx Information Package (or any information or financial projections projection contained in the Information Package therein) being untrue or misleading in any material respect; and (E) nothing has occurred or come to light since the date as at which the XxXxxx Information Package was prepared which, insofar as the Parent or Management is aware, renders any material facts forming the basis thereof materially inaccurate or misleading or which makes any of the projections or forecasts contained therein materially unfair or unreasonable or renders any of the assumptions upon which the projections are based materially unfair or unreasonable. (iii) In relation to the Bridge Note Refinancing Information Package: (A) all statements of fact relating to the assets, financial condition and operations of the Group and the Business contained in the Bridge Note Refinancing Information Package are true and accurate in all material respects; (B) the opinions and views expressed in the Bridge Note Refinancing Memorandum represent the honestly held opinions and views of the Parent and Management and were arrived at after careful consideration and were based on reasonable grounds; (C) the projections and forecasts contained in the Agreed Financial Projections (in the agreed form as at the Bridge Note Refinancing Date taking account of the Bridge Note Refinancing) are based upon assumptions (including, without limitation, assumptions as to the future performance of the Business, inflation, price increases and efficiency gains) which the Parent and Management have carefully considered and consider to be fair and reasonable (it being recognised by the Agents and the Banks that such Agreed Financial Projections are not guarantees of future performance and that the actual results (during the periods covered by such Agreed Financial Projections) may differ materially in practice from the projected results set forth therein); (D) after careful consideration, the Bridge Note Refinancing Information Package does not omit to disclose or take into account any matter known to the Parent or Management where failure to disclose or take into account such matter would result in the Bridge Note Refinancing Information Package (or any information or projection contained therein) being misleading in any material respect; and (E) nothing has occurred or come to light since the date as at which the Bridge Note Refinancing Information Package was prepared which, insofar as the Parent or Management is aware, renders any material facts forming the basis thereof materially inaccurate or misleading or which makes any of the projections or forecasts contained therein materially unfair or unreasonable or renders any of the assumptions upon which the projections are based materially unfair or unreasonable.

Information Package. In the case of the Company, Smurfit Kappa Funding and the Parent only (and given only as at the date the Information Package (or part thereof) is delivered to the Arrangers and as at the Syndication Date): (a) to the best of each its knowledge and belief (in the ------------------- case of the Parent’sBorrower only) after due enquiry, as at the Company’s and Smurfit Kappa Funding’s knowledge, respective dates of the material documents comprising the Information Package the factual information contained in the Information Package (when taken as a whole) was true and accurate in all material respects as and not misleading in any material respect and the Information Package does not omit any material facts; all reasonable enquiries have been made by the Borrower to verify the facts and statements contained therein; all opinions, projections, valuations and forecasts contained therein, and the assumptions on which such opinions, projections, valuations and forecasts were based, were arrived at its date or (if appropriate) after due and careful consideration and enquiry and represented the views of the Borrower as at the date (if any) at respective dates of the documents comprising the Information Package; there are no material facts or circumstances which it is stated to be given; (b) have not been disclosed to the best Arrangers prior to the date hereof the omission of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, all expressions of opinion or intention made by the Parent, Smurfit Kappa Funding or the Company which could make any factual information contained in the Information Package were made after careful consideration and were believed by inaccurate or misleading in any material respect either as at the Parent, Smurfit Kappa Funding and respective dates of the Company to be reasonable documents comprising the Information Package or as at the date at which they are stated to be given; (c) of this Agreement or any of the financial projections made by the Parentopinions, Smurfit Kappa Funding or the Company projections, valuations and forecasts contained in the Information Package have been prepared as at the date of the Information Package on the basis of recent historical information and assumptions which were believed by the Parent, Smurfit Kappa Funding, the Company and by the Chief Executive Officer, the Chief Financial Officer (and the Chief Operating Officer to be reasonable at that date; (dassumptions on which such opinions, projections, valuations and forecasts were made) to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, the Information Package did not omit as at its date any information the omission of which would make the Information Package untrue or misleading in any material respect; and (e) (respect either as at the Syndication Date) to the best of each respective dates of the Parent’s, documents comprising the Company’s and Smurfit Kappa Funding’s knowledge, nothing has occurred since Information Package or as the date of the Information Package which has not been fairly disclosed this Agreement. No warranty or representation is made in writing respect of (i) any information, facts, statements, opinions, projections, valuations, forecasts, demographic statistics or circumstances relating to the Facility Agent cable and whichtelecommunications industry as a whole, if disclosed, would result in or (ii) any person other than the factual information or financial projections contained in members of the Information Package being untrue or misleading in any material respect.Group;

Information Package. In the case of the Company, Smurfit Kappa JSG Funding and the Parent only (and given only as at the date the Information Package (or part thereof) is delivered to the Arrangers and as at the Syndication Date): (a) to the best of each of the Parent’s, the Company’s and Smurfit Kappa JSG Funding’s knowledge, the material factual information contained in the Information Package (when taken as a whole) was true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given; (b) to the best of each of the Parent’s, the Company’s and Smurfit Kappa JSG Funding’s knowledge, all expressions of opinion or intention made by the Parent, Smurfit Kappa JSG Funding or the Company contained in the Information Package were made after careful consideration and were believed by the Parent, Smurfit Kappa JSG Funding and the Company to be reasonable as at the date at which they are stated to be given; (c) the financial projections made by the Parent, Smurfit Kappa JSG Funding or the Company contained in the Information Package have been prepared as at the date of the Information Package on the basis of recent historical information and assumptions which were believed by the Parent, Smurfit Kappa JSG Funding, the Company and by the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer to be reasonable at that date; (d) to the best of each of the Parent’s, the Company’s and Smurfit Kappa JSG Funding’s knowledge, the Information Package did not omit as at its date any information the omission of which would make the Information Package untrue or misleading in any material respect; and (e) (as at the Syndication Date) to the best of each of the Parent’s, the Company’s and Smurfit Kappa JSG Funding’s knowledge, nothing has occurred since the date of the Information Package which has not been fairly disclosed in writing to the Facility Agent and which, if disclosed, would result in the factual information or financial projections contained in the Information Package being untrue or misleading in any material respect.

Information Package. In the case (a) So far as UK Newco is aware (having delivered a copy of the Company, Smurfit Kappa Funding and the Parent only (and given only as at the date the Information Package (or part thereofto Senior Management and thereafter having made enquiry of and consulted with Senior Management) is delivered all statements of fact relating to the Arrangers assets, financial condition and as at the Syndication Date): (a) to the best of each operations of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, the material factual information Target Business contained in the Information Package (when taken as a whole) was true and whole are accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given;such statements were made. (b) The projections, forecasts and opinions attributed to the best UK Newco and/or management of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, all expressions of opinion or intention made by the Parent, Smurfit Kappa Funding or the Company UK Newco contained in the Information Package were made after careful consideration based upon (in relation to the projections and were believed by forecasts) assumptions and (in relation to the Parentopinions) grounds, Smurfit Kappa Funding in each case, which UK Newco carefully considered and the Company considered to be fair and reasonable as at the date at which they are stated time of being made (having delivered a copy of the Information Package to be given;Senior Management and thereafter having made enquiry of and consulted with Senior Management). In particular, with respect to the Business Plan, the accounting principles and information set out therein were, in so far as UK Newco is aware, produced upon a basis consistent with the Accounting Principles. (c) the financial projections made by the Parent, Smurfit Kappa Funding or the Company contained in the Information Package have been prepared as at the date of the Information Package on the basis of recent historical information and assumptions which were believed by the Parent, Smurfit Kappa Funding, the Company and by the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer to be reasonable at that date; (d) to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledge, the The Information Package did not omit as to disclose or take into account any matter known to UK Newco at its the date any information the omission of which would make issuance thereof (having delivered a copy of the Information Package untrue to Senior Management and thereafter having made enquiry of and consulted with Senior Management) where failure to disclose or take into account such matter would result in the Information Package, or the information contained therein, when taken as a whole being misleading in any material respect; andrespect in the context of the Transaction taken as a whole. (ed) (as at the Syndication Date) Subject to the best of each of the Parent’s, the Company’s and Smurfit Kappa Funding’s knowledgeInformation Package Disclosure Letter, nothing has occurred or come to light since the date as at which the Information Package was prepared which, insofar as UK Newco is aware (having delivered a copy of the Information Package to Senior Management and thereafter having made enquiry of and consulted with Senior Management) renders the Information Package, or the information or projections contained therein, taken as a whole materially inaccurate or misleading or which has not been fairly disclosed makes any of the assumptions (in writing relation to the Facility Agent projections and whichforecasts) and grounds (in relation to the opinions) in each case, if disclosed, would result contained therein and taken as a whole materially unfair or unreasonable in the factual information or financial projections contained in context of the Information Package being untrue or misleading in any material respectTransaction taken as a whole.